RSU tax withholding trims Walmart (NYSE: WMT) EVP Kathryn McLay stake

Rhea-AI Filing Summary

Walmart Inc. Executive Vice President Kathryn J. McLay reported an automatic share withholding tied to equity compensation. On January 31, 2026, 91,753.145 shares of common stock were withheld at $119.14 per share to cover tax obligations upon vesting of performance-based restricted stock units.

After this tax withholding, McLay directly beneficially owned 924,620.955 shares of Walmart common stock. The filing reflects administrative tax settlement rather than an open-market trade.

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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X

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^*

McLay Kathryn J.

(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		91,753.145(1)	D	$119.14	924,620.955	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.

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).
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 did Walmart (WMT) executive Kathryn McLay report in this Form 4?

Kathryn McLay reported an automatic tax-related share withholding. On January 31, 2026, 91,753.145 Walmart common shares were withheld to satisfy tax obligations triggered by vesting of performance-based restricted stock units, as part of her equity compensation.

How many Walmart (WMT) shares were withheld for taxes in McLay’s transaction?

The transaction withheld 91,753.145 Walmart common shares. These shares were automatically retained to cover tax withholding obligations when McLay’s performance-based restricted stock units vested, rather than being sold in an open-market transaction.

At what price were Kathryn McLay’s withheld Walmart (WMT) shares valued?

The withheld Walmart shares were valued at $119.14 per share. This price is used in the Form 4 to report the disposition of 91,753.145 shares for tax withholding associated with vesting restricted stock units under her compensation plan.

How many Walmart (WMT) shares does Kathryn McLay own after this Form 4 event?

Following the reported transaction, Kathryn McLay directly beneficially owned 924,620.955 shares of Walmart common stock. This figure reflects her holdings after the 91,753.145 shares were withheld to cover tax obligations on vested performance-based restricted stock units.

What is transaction code "F" in Kathryn McLay’s Walmart (WMT) Form 4?

Transaction code “F” indicates shares used to pay taxes on an equity award. In this case, Walmart withheld 91,753.145 common shares from Kathryn McLay when her performance-based restricted stock units vested to satisfy related tax withholding requirements.