Marissa Mayer (WMT) receives 1,935-share annual Walmart equity grant

Rhea-AI Filing Summary

Walmart Inc. director Marissa A. Mayer received an equity award of 1,935 shares of Walmart common stock on June 4, 2026. The award is an annual equity grant as part of her non-management director compensation and carried a price of $0.00 per share.

The receipt of these shares was deferred to a future date under an election she made. Following this grant and related adjustments, her direct holdings totaled 133,158.571 shares, including adjustments for phantom stock units acquired as dividend equivalents on deferred stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MAYER MARISSA A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common	1,935	$0.00	--

Holdings After Transaction: Common — 133,158.571 shares (Direct, null)

Footnotes (1)

1. Represents an annual equity grant as part of the Reporting Person's non-management director compensation. The receipt of these shares was deferred to a future date under an election made by the Reporting Person. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units.

Key Figures

Equity grant size: 1,935 shares Grant price per share: $0.00 per share Shares held after grant: 133,158.571 shares

3 metrics

Equity grant size 1,935 shares Annual equity grant to non-management director on June 4, 2026

Grant price per share $0.00 per share Reported price for director stock-based compensation grant

Shares held after grant 133,158.571 shares Marissa Mayer direct Walmart common stock holdings following transaction

Key Terms

annual equity grant, non-management director compensation, phantom stock units, dividend equivalents, +1 more

5 terms

annual equity grant financial

"Represents an annual equity grant as part of the Reporting Person's non-management director compensation."

non-management director compensation financial

"Represents an annual equity grant as part of the Reporting Person's non-management director compensation."

phantom stock units financial

"Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

dividend equivalents financial

"Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

deferred stock units financial

"Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

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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

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^*

MAYER MARISSA A

(Last) (First) (Middle)

1 CUSTOMER DRIVE

(Street)

BENTONVILLE ARKANSAS 72716

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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	06/04/2026		A		1,935(1)	A	$0	133,158.571(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 an annual equity grant as part of the Reporting Person's non-management director compensation. The receipt of these shares was deferred to a future date under an election made by the Reporting Person.

2. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units.

Remarks:

	/s/ Mary Marshall, by power of attorney	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Walmart (WMT) report for director Marissa Mayer?

Walmart reported that director Marissa A. Mayer received an equity award of 1,935 shares of common stock. This was an annual grant under the non-management director compensation program, delivered at $0.00 per share as stock-based compensation rather than an open-market purchase.

Was Marissa Mayer’s Walmart (WMT) Form 4 transaction a stock purchase or compensation grant?

The Form 4 shows a compensation grant, not an open-market purchase. Mayer received 1,935 Walmart common shares as an annual equity grant for non-management directors, with a reported price of $0.00 per share, reflecting stock-based compensation instead of cash outlay.

How many Walmart (WMT) shares does Marissa Mayer hold after this Form 4 transaction?

After the equity grant, Marissa Mayer directly holds 133,158.571 Walmart common shares. This total reflects adjustments for phantom stock units acquired as dividend equivalents on deferred stock units, as described in the filing’s footnotes for her director compensation arrangements.

Why were Marissa Mayer’s Walmart (WMT) director shares deferred to a future date?

The filing states Mayer elected to defer receipt of her annual equity grant to a future date. This deferral applies to the 1,935-share award granted under the non-management director compensation program and reflects her personal election regarding timing of delivery.

What are phantom stock units mentioned in Marissa Mayer’s Walmart (WMT) Form 4?

Phantom stock units referenced in the filing are bookkeeping units tied to Walmart stock value. The balance was adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units, affecting the reported post-transaction total of 133,158.571 shares in her director holdings.