Walmart (NYSE: WMT) EVP John Rainey sells 20,000 shares in 10b5-1 trades

Rhea-AI Filing Summary

Walmart Inc. executive John D. Rainey, Executive Vice President, reported several transactions in Walmart common stock. On January 31, 2026, 102,456.656 stock units were withheld at $119.14 per share to cover tax obligations from vesting performance-based restricted stock units.

On February 2, 2026, Rainey sold a total of 20,000 Walmart shares in multiple open-market transactions under a pre-established Rule 10b5-1 trading plan, at weighted average prices ranging from $119.4486 to $123.601 per share. Following these sales, he directly owned 506,763.922 Walmart shares.

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).

X

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^*

Rainey John D

(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)
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		102,456.656(1)	D	$119.14	526,763.922	D
Common	02/02/2026		S		1,704	D	$119.4486(2)	525,059.922	D
Common	02/02/2026		S		3,385	D	$120.6843(3)	521,674.922	D
Common	02/02/2026		S		3,744	D	$121.6285(4)	517,930.922	D
Common	02/02/2026		S		2,561	D	$122.69(5)	515,369.922	D
Common	02/02/2026		S		8,606	D	$123.601(6)	506,763.922	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 stock units withheld to satisfy tax withholding obligations upon the vesting of performance-based restricted stock units.

2. 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 September 5, 2025. This sale was executed in multiple trades ranging from $119.12 to $120.11, 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.

3. 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 September 5, 2025. This sale was executed in multiple trades ranging from $120.1417 to $121.1107, 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.

4. 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 September 5, 2025. This sale was executed in multiple trades ranging from $121.1445 to $122.1379, 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.

5. 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 September 5, 2025. This sale was executed in multiple trades ranging from $122.1553 to $123.1519, 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.

6. 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 September 5, 2025. This sale was executed in multiple trades ranging from $123.1595 to $124.065, 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.

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).
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FAQ

What insider transactions did Walmart (WMT) EVP John Rainey report?

John D. Rainey reported tax withholding and stock sales. On January 31, 2026, 102,456.656 stock units were withheld for taxes. On February 2, 2026, he sold 20,000 Walmart common shares in multiple transactions under a pre-arranged Rule 10b5-1 trading plan.

How many Walmart shares did John Rainey sell according to this Form 4?

John Rainey sold a total of 20,000 Walmart common shares. These were executed as five separate transactions on February 2, 2026, at weighted average prices between $119.4486 and $123.601 per share under a Rule 10b5-1 trading plan.

What is the purpose of the 102,456.656 Walmart stock units withheld for John Rainey?

The 102,456.656 stock units were withheld to satisfy tax withholding obligations. This occurred upon the vesting of performance-based restricted stock units on January 31, 2026, and is a non-open-market transaction coded as tax-related withholding on the Form 4.

Did John Rainey use a Rule 10b5-1 plan for his Walmart share sales?

Yes. Each reported sale on February 2, 2026 was executed under a Rule 10b5-1 trading plan. The plan was entered during an open trading window and previously disclosed by Walmart on a Form 8-K dated September 5, 2025.

What is John Rainey’s Walmart share ownership after these Form 4 transactions?

After the reported transactions, John Rainey directly owned 506,763.922 Walmart common shares. This figure reflects ownership following the tax withholding on January 31, 2026 and the series of open-market sales on February 2, 2026.

What price ranges applied to John Rainey’s Walmart stock sales on February 2, 2026?

Each sale was reported at a weighted average price, with underlying trades in ranges. The trades occurred in multiple executions spanning price ranges from $119.12 up to $124.065 per share, as detailed in the footnotes to the Form 4.