Walmart (WMT) director Gregory Penner granted 2,881 deferred shares

Rhea-AI Filing Summary

Walmart Inc. director Gregory Boyd Penner reported a new equity grant of 2,881 shares of common stock. The award was granted at $0.00 per share as part of his non-management director compensation and is classified as a grant or award acquisition.

After this grant, Penner holds 262,607.78 Walmart common shares directly. The filing also shows 1,448,634 common shares held indirectly through his spouse, reflecting a separate ownership line. Footnotes explain the grant is an annual equity award whose receipt was deferred, and that the balance reflects phantom stock units acquired as dividend equivalents on deferred stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Penner Gregory Boyd

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common	2,881	$0.00	--
holding	Common	--	--	--

Holdings After Transaction: Common — 262,607.78 shares (Direct, null); Common — 1,448,634 shares (Indirect, By spouse)

Footnotes (1)

1. Represents an annual equity grant as part of the Reporting Person's non-management director compensation. The receipt of these shares was deferred to a future date under an election made by the Reporting Person. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units.

Key Figures

Equity grant size: 2,881 shares Grant price: $0.00 per share Direct holdings after grant: 262,607.78 shares +1 more

4 metrics

Equity grant size 2,881 shares Annual equity grant as non-management director compensation

Grant price $0.00 per share Price per share for the 2,881-share equity award

Direct holdings after grant 262,607.78 shares Total Walmart common shares held directly by Penner after transaction

Indirect holdings via spouse 1,448,634 shares Walmart common shares held indirectly, noted as by spouse

Key Terms

non-management director compensation, phantom stock units, deferred stock units, dividend equivalents

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 on deferred stock units."

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.

deferred stock units financial

"Balance adjusted to reflect 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.

dividend equivalents financial

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

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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Penner Gregory Boyd

(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)
			Code	V	Amount	(A) or (D)	Price
Common	06/04/2026		A		2,881(1)	A	$0	262,607.78(2)	D
Common								1,448,634	I	By spouse

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 an annual equity grant as part of the Reporting Person's non-management director compensation. The receipt of these shares was deferred to a future date under an election made by the Reporting Person.

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

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)

FAQ

What did Walmart (WMT) director Gregory Boyd Penner report in this Form 4?

Gregory Boyd Penner reported receiving an annual equity grant of 2,881 Walmart common shares as non-management director compensation. The award was granted at $0.00 per share and increases his directly held common stock position as disclosed in the filing.

How many Walmart (WMT) shares does Gregory Boyd Penner hold after the reported grant?

After the reported grant, Gregory Boyd Penner holds 262,607.78 Walmart common shares directly. The filing also lists 1,448,634 common shares held indirectly by his spouse, indicating substantial combined ownership associated with the director’s household.

What is the nature of the 2,881-share Walmart (WMT) grant to Gregory Boyd Penner?

The 2,881-share grant is an annual equity award as part of Penner’s non-management director compensation. A footnote states that receipt of these shares was deferred to a future date under an election he made, reflecting deferred compensation treatment.

What do the phantom stock units mentioned in the Walmart (WMT) Form 4 represent?

The filing notes that Penner’s balance was adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units. These phantom units mirror dividends on deferred shares, affecting reported balances without involving cash transactions or traditional open-market trades.

How are Gregory Boyd Penner’s indirect Walmart (WMT) holdings characterized?

The Form 4 shows 1,448,634 Walmart common shares held indirectly, noted as “By spouse.” This means the shares are owned through his spouse rather than directly, providing additional context on equity exposure associated with the director’s household.