What does the 1,935-share Walmart (WMT) equity grant represent for the director?

The 1,935-share grant represents an annual equity award for a non-management director. It is part of Walmart’s director compensation structure, providing stock-based pay instead of cash, and is classified in the Form 4 with transaction code A for grant or award acquisition.

Walmart (WMT) director Randall Stephenson granted 1,935 shares in annual equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Walmart Inc. director Randall L. Stephenson received an annual equity grant of 1,935 shares of common stock as part of his non-management director compensation. The grant was recorded at a price of $0.0000 per share and increased his direct holdings to 66,981.2163 shares, including adjustments for phantom stock units and shares acquired through dividend reinvestment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider STEPHENSON RANDALL L

Role null

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

Holdings After Transaction: Common — 66,981.216 shares (Direct, null)

Footnotes (1)

Represents an annual equity grant as part of the Reporting Person's non-management director compensation. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units and shares acquired under a dividend reinvestment plan.

Key Figures

Equity grant: 1,935 shares Grant price: $0.0000 per share Total direct holdings: 66,981.2163 shares

3 metrics

Equity grant 1,935 shares Annual non-management director compensation award

Grant price $0.0000 per share Reported transaction price for equity grant

Total direct holdings 66,981.2163 shares Shares held directly after grant

Key Terms

non-management director compensation, phantom stock units, dividend reinvestment plan, deferred stock units

4 terms

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..."

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 reinvestment plan financial

"and shares acquired under a dividend reinvestment plan."

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

deferred stock units financial

"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 →

06/08/2026 - 06:47 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)
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)
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	06/04/2026		A		1,935⁽¹⁾	A	$0	66,981.2163⁽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 an annual equity grant as part of the Reporting Person's non-management director compensation.

2. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units and shares acquired under a dividend reinvestment plan.

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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Randall L. Stephenson reported receiving 1,935 Walmart common shares as an annual equity grant. This non-management director compensation award increased his direct holdings to 66,981.2163 shares, reflecting stock-based pay rather than an open-market purchase.

Was the Walmart (WMT) director’s Form 4 transaction a market purchase or a grant?

The Form 4 shows a grant, not a market purchase. Randall L. Stephenson received 1,935 common shares at $0.0000 per share as part of his non-management director compensation program, indicating a stock award rather than cash-funded buying activity.

How many Walmart (WMT) shares does Randall Stephenson hold after this transaction?

After the reported equity grant, Randall L. Stephenson directly holds 66,981.2163 Walmart common shares. This total reflects the new 1,935-share award plus prior holdings, adjusted for phantom stock units and dividend reinvestment activity described in the filing.

How were Walmart (WMT) phantom stock units and dividends reflected in this Form 4?

The filing notes that Stephenson’s balance was adjusted to include phantom stock units acquired as dividend equivalents on deferred stock units, plus shares from a dividend reinvestment plan. These adjustments help align total reported holdings with stock-based compensation and reinvested dividends.