Walmart (WMT) CEO John Furner logs tax-related share withholding

Rhea-AI Filing Summary

Walmart Inc. President & CEO John R. Furner reported an automatic share withholding tied to equity compensation, not an open‑market sale. On January 31, 2026, 122,946.775 shares of common stock were withheld at $119.14 per share to satisfy tax obligations upon the vesting of performance-based restricted stock units.

After this transaction, Furner directly beneficially owned 604,208.408 shares of Walmart common stock. He also indirectly held 5,651.1865 shares through a 401(k) plan and 132,850 shares through a spousal trust, reflecting his overall equity exposure to Walmart.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Furner John R.

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common	122,946.775	$119.14	$14.65M
holding	Common	--	--	--
holding	Common	--	--	--

Holdings After Transaction: Common — 604,208.408 shares (Direct); Common — 5,651.187 shares (Indirect, By 401(k) plan)

Footnotes (1)

1. Represents stock units withheld to satisfy tax withholding obligations upon the vesting of performance-based restricted stock units Balance adjusted to reflect current shares held in the Walmart Inc. 2016 Associate Stock Purchase Plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 07:31 PM Learn about SEC filing dates

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^*

Furner John R.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		122,946.775(1)	D	$119.14	604,208.408(2)	D
Common								5,651.1865	I	By 401(k) plan
Common								132,850	I	By Spousal Trust

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

2. Balance adjusted to reflect current shares held in the Walmart Inc. 2016 Associate Stock Purchase Plan.

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 insider transaction did Walmart (WMT) President & CEO John R. Furner report?

John R. Furner reported a tax withholding transaction on January 31, 2026. Walmart withheld 122,946.775 common shares at $119.14 each to cover tax obligations triggered by vesting performance-based restricted stock units, rather than an open-market discretionary share sale.

How many Walmart (WMT) shares were withheld for John R. Furner9;s taxes?

Walmart withheld 122,946.775 common shares for John R. Furner at a price of $119.14 per share. The filing explains these shares were retained to satisfy tax withholding obligations when his performance-based restricted stock units vested.

How many Walmart (WMT) shares does John R. Furner directly own after this Form 4?

After the reported transaction, John R. Furner directly owned 604,208.408 Walmart shares. This figure reflects his beneficial ownership following the share withholding for taxes related to the vesting of performance-based restricted stock units on January 31, 2026.

What indirect Walmart (WMT) holdings does John R. Furner report?

John R. Furner reports two indirect Walmart holdings: 5,651.1865 common shares through a 401(k) plan and 132,850 common shares held by a spousal trust. These positions are in addition to his directly owned 604,208.408 shares after the reported transaction.

What does transaction code 22F22 mean in John R. Furner9;s Walmart (WMT) Form 4?

Transaction code 22F22 indicates shares withheld for taxes. In this filing, Walmart retained 122,946.775 stock units to cover John R. Furner9;s tax withholding obligations that arose when his performance-based restricted stock units vested on January 31, 2026.

Are John R. Furner9s Walmart (WMT) Form 4 shares from an open-market sale?

No, the Form 4 does not show an open-market sale. The filing explains the 122,946.775 shares were withheld by Walmart solely to satisfy tax withholding obligations upon vesting of performance-based restricted stock units, rather than being sold on the market.