Walmart (NYSE: WMT) director defers quarterly pay into stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Walmart Inc. director Randall L. Stephenson reported receiving an award of 382 shares of Walmart common stock on March 31, 2026 as part of his quarterly director compensation. He elected to defer this compensation in the form of stock units, valued using the stock’s closing price of $124.28 per share on the grant date.

Following this award and related adjustments, his directly held deferred stock balance increased to 63,798.5643 stock units, which also reflects phantom stock units credited as dividend equivalents on previously deferred stock. This filing shows a routine, compensation-related acquisition rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider STEPHENSON RANDALL L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	382	$124.28	$47K

Holdings After Transaction: Common — 63,798.564 shares (Direct)

Footnotes (1)

Represents quarterly director compensation, which the Reporting Person elected to defer in the form of stock units. The number of stock units was determined by using the closing price of the Issuer's common stock on the date of grant. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock.

Key Figures

Director stock units granted: 382 shares Grant price per share: $124.28 per share Total deferred stock units after grant: 63,798.5643 units

3 metrics

Director stock units granted 382 shares Quarterly director compensation on March 31, 2026

Grant price per share $124.28 per share Closing price used to calculate stock units

Total deferred stock units after grant 63,798.5643 units Director’s balance following reported award and adjustments

Key Terms

defer in the form of stock units, phantom stock units, dividend equivalents, quarterly director compensation

4 terms

defer in the form of stock units financial

"elected to defer in the form of stock units"

phantom stock units financial

"Balance adjusted to reflect phantom stock units acquired"

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

"phantom stock units acquired as dividend equivalents on deferred stock"

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.

quarterly director compensation financial

"Represents quarterly director compensation, which the Reporting Person"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:06 PM

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^*

STEPHENSON RANDALL L

(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)
03/31/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	03/31/2026		A		382⁽¹⁾	A	$124.28	63,798.5643⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents quarterly director compensation, which the Reporting Person elected to defer in the form of stock units. The number of stock units was determined by using the closing price of the Issuer's common stock on the date of grant.

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

Remarks:

	/s/ Mary Marshall, by power of attorney	04/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Walmart (WMT) director Randall L. Stephenson report in this Form 4?

Randall L. Stephenson reported receiving 382 shares of Walmart common stock as quarterly director compensation. He chose to defer this pay into stock units, which are tied to Walmart’s share price and recorded as a routine compensation-related acquisition.

Was the Walmart (WMT) Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a compensation grant, not an open-market purchase. The 382 shares represent quarterly director fees that Stephenson elected to take as deferred stock units, using Walmart’s closing share price on the grant date to determine the number of units.

How many Walmart (WMT) stock units does Randall L. Stephenson hold after this grant?

After the reported grant, Stephenson holds 63,798.5643 stock units tied to Walmart common stock. This balance includes both the new 382-unit award and prior deferred units, plus phantom stock units credited as dividend equivalents on earlier deferred stock positions.

How was the number of Walmart (WMT) stock units in this award calculated?

The 382 stock units were determined using Walmart’s closing common stock price of $124.28 on the grant date. The cash value of Stephenson’s quarterly director compensation was divided by that closing price to convert his fee into an equivalent number of deferred stock units.

What are phantom stock units and dividend equivalents in the Walmart (WMT) filing?

Phantom stock units track Walmart’s share value but are not actual shares. Dividend equivalents are additional phantom units credited when Walmart pays dividends, mirroring what a shareholder would receive and increasing the deferred stock balance reported in Stephenson’s holdings.