Walmart (NYSE: WMT) Walton family trust shifts shares, keeps 529.6M stake

Rhea-AI Filing Summary

Walmart Inc. reported an insider ownership change involving the Walton family trust. A reporting person classified as a director and 10% owner filed a Form 4 showing two stock distributions made by the Walton Family Holdings Trust to a trust beneficiary for no consideration.

On 11/28/2025, the trust distributed 860,000 shares of Walmart common stock, and on 12/02/2025 it distributed an additional 514,000 shares. After these transactions, the reporting person directly beneficially owned 529,577,456 shares of Walmart common stock, indicating that the moves were internal transfers of existing holdings rather than market sales.

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

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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^*

Walton Family Holdings Trust

(Last) (First) (Middle)

P.O. BOX 1508

(Street)

BENTONVILLE AR 72712

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

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025

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	11/28/2025		J(1)		860,000(1)	D	$0(1)	530,091,456	D
Common	12/02/2025		J(2)		514,000(2)	D	$0(2)	529,577,456	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. The transaction is a distribution of 860,000 shares of Common Stock, for no consideration, by the Walton Family Holdings Trust (the "Trust") to a beneficiary of the Trust.

2. The transaction is a distribution of 514,000 shares of Common Stock, for no consideration, by the Trust to a beneficiary of the Trust.

Remarks:

	/s/ Jennifer F. Rudolph, by Power of Attorney	12/02/2025
	** 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.
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 in this Form 4?

The filing shows that a reporting person who is both a director and 10% owner of Walmart Inc. reported two distributions of Walmart common stock by the Walton Family Holdings Trust to a trust beneficiary.

How many Walmart (WMT) shares were distributed by the Walton Family Holdings Trust?

The Walton Family Holdings Trust distributed 860,000 shares of Walmart common stock on 11/28/2025 and 514,000 shares on 12/02/2025, both to a beneficiary of the trust.

Were the Walmart (WMT) share distributions made for a price?

No. The filing states that each transaction was a distribution of shares for no consideration by the Walton Family Holdings Trust to a beneficiary.

How many Walmart (WMT) shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person directly beneficially owned 529,577,456 shares of Walmart common stock.

Do these Walmart (WMT) insider transactions involve derivative securities?

No. The Form 4 table for derivative securities shows no entries, and the reported activity relates only to non-derivative common stock distributions.

What transaction code is used for these Walmart (WMT) insider distributions?

Both transactions use the Form 4 transaction code "J", with an explanatory note that they are distributions of common stock by the Walton Family Holdings Trust to a beneficiary.