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Walmart (WMT) EVP Seth Dallaire receives RSU grant and withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Walmart Inc. Executive Vice President Seth Dallaire reported equity compensation activity and related tax withholding in common stock. On March 9, 2026, he received a grant of 43,971.858 restricted stock units earned for performance for the one-year period ended January 31, 2026. These restricted stock units are scheduled to vest on January 31, 2028, if he remains employed by Walmart on that date.

On March 10, 2026, 663.7 shares were withheld to satisfy tax obligations upon the vesting of restricted stock, a non-market disposition rather than an open-market sale. After these events, he held 379,842.97 shares directly and 150,529 shares indirectly in joint ownership with his spouse.

Positive

  • None.

Negative

  • None.

Insights

Routine compensation grant and tax withholding, no open‑market trading.

The filing shows Seth Dallaire, an Executive Vice President at Walmart Inc., received 43,971.858 performance-based restricted stock units that vest on January 31, 2028, contingent on continued employment. This is a compensation award rather than a market purchase.

A separate entry records 663.7 shares withheld to cover tax obligations upon vesting of restricted stock, which is classified as a tax-withholding disposition, not an open-market sale. Following these entries, he holds 379,842.97 common shares directly and 150,529 shares indirectly with his spouse, indicating a substantial continuing equity stake.

Insider Dallaire Seth
Role Executive Vice President
Type Security Shares Price Value
Tax Withholding Common 663.7 $124.34 $83K
Grant/Award Common 43,971.858 $0.00 --
holding Common -- -- --
Holdings After Transaction: Common — 379,842.97 shares (Direct); Common — 150,529 shares (Indirect, Joint with Spouse)
Footnotes (1)
  1. Represents restricted stock units earned by Reporting Person upon achievement of performance goals for the one-year period ended Jan. 31, 2026, as certified by the Compensation and Management Development Committee on March 9, 2026. The restricted stock units are scheduled to vest Jan. 31, 2028, if Reporting Person remains employed by the Issuer on that date. Represents shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock.
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*
Dallaire Seth
(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)
03/09/2026
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 03/09/2026 A 43,971.858(1) A $0 380,506.67 D
Common 03/10/2026 F 663.7(2) D $124.34 379,842.97 D
Common 150,529 I Joint with 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 restricted stock units earned by Reporting Person upon achievement of performance goals for the one-year period ended Jan. 31, 2026, as certified by the Compensation and Management Development Committee on March 9, 2026. The restricted stock units are scheduled to vest Jan. 31, 2028, if Reporting Person remains employed by the Issuer on that date.
2. Represents shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock.
Remarks:
/s/ Dirk Gardner, by power of attorney 03/11/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Walmart (WMT) Executive Vice President Seth Dallaire report?

Seth Dallaire reported a grant of 43,971.858 performance-based restricted stock units and a separate withholding of 663.7 shares to cover tax obligations. These entries reflect equity compensation and related tax treatment, not open-market buying or selling of Walmart common stock.

Was there an open-market sale of Walmart (WMT) shares in this Form 4?

No, the Form 4 shows 663.7 Walmart shares withheld to satisfy tax obligations on vested restricted stock. This is coded as a tax-withholding disposition, meaning shares were delivered for taxes rather than sold in the open market to third-party buyers.

What kind of equity award did Seth Dallaire receive from Walmart (WMT)?

He received 43,971.858 restricted stock units earned upon achievement of performance goals for the one-year period ended January 31, 2026. The award will vest on January 31, 2028, if he remains employed by Walmart through that vesting date, reflecting performance-based compensation.

How many Walmart (WMT) shares does Seth Dallaire hold after these transactions?

After the reported transactions, he holds 379,842.97 Walmart common shares directly. In addition, there is an indirect holding of 150,529 common shares jointly with his spouse. Together, these entries show a significant continuing ownership position associated with the executive.

What are the vesting conditions for Seth Dallaire’s new Walmart (WMT) restricted stock units?

The restricted stock units were earned based on performance for the year ended January 31, 2026, and are scheduled to vest on January 31, 2028. Vesting requires that Seth Dallaire remain employed by Walmart through that vesting date, aligning compensation with continued service.

How were taxes handled on Seth Dallaire’s Walmart (WMT) restricted stock vesting?

The filing states that 663.7 shares of Walmart common stock were withheld to satisfy tax withholding obligations upon the vesting of restricted stock. This approach uses a portion of the vested shares to pay taxes, instead of a cash payment or open-market share sale.