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WMT Form 4: Director Defers Compensation into 364 Stock Units

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

Rhea-AI Filing Summary

Walmart Inc. (WMT) director Timothy P. Flynn elected to defer his quarterly director compensation into company stock units on 09/30/2025, receiving 364 stock units valued at the closing price of $103.06 per share. Following the grant and the addition of dividend-equivalent phantom units, his reported balance is 155,325.8225 stock units. The Form 4 was signed by a power of attorney on 10/02/2025. The filing notes the grant represents deferred director compensation and that dividend equivalents adjusted the balance.

Positive

  • Director elected to defer compensation into equity-aligned stock units, increasing insider alignment
  • 364 stock units granted at a disclosed $103.06 per-share price, providing clear pricing transparency
  • Reported balance updated to 155,325.8225 units after addition of dividend-equivalent phantom units

Negative

  • None.

Insights

Director deferred compensation into 364 stock units at $103.06.

This transaction is a routine election by a director to receive quarterly fees as stock units rather than cash, which aligns the director's compensation with shareholder exposure by increasing share-linked holdings. The report shows a post-transaction balance of 155,325.8225 units after dividend-equivalent phantom units were added, which is an administrative adjustment rather than a purchase from the open market.

The filing is material to holders because it discloses insider accumulation of equity-linked units and the exact grant price used to calculate units; there are no derivative exercises or dispositions reported.

Insider FLYNN TIMOTHY PATRICK
Role Director
Type Security Shares Price Value
Grant/Award Common 364 $103.06 $38K
Holdings After Transaction: Common — 155,325.823 shares (Direct)
Footnotes (1)
  1. Represents quarterly director compensation, which the Reporting Person elected to defer in the form of stock units. The number of stock units was determined by using the closing price of the Issuer's common stock on the date of grant. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units.
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).
1. Name and Address of Reporting Person*
FLYNN TIMOTHY PATRICK
(Last) (First) (Middle)
1 CUSTOMER DRIVE
(Street)
BENTONVILLE AR 72719
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
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 09/30/2025 A 364(1) A $103.06 155,325.8225(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents quarterly director compensation, which the Reporting Person elected to defer in the form of stock units. The number of stock units was determined by using the closing price of the Issuer's common stock on the date of grant.
2. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units.
Remarks:
/s/ Dirk Gardner, by power of attorney 10/02/2025
** 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 did Walmart director Timothy P. Flynn report on Form 4 (WMT)?

He reported electing to defer quarterly director compensation into 364 stock units on 09/30/2025, at a grant price of $103.06, with a post-transaction balance of 155,325.8225 units.

Does the Form 4 show a cash sale or open-market purchase for WMT?

No. The filing shows a deferral of director compensation into stock units (A code) rather than a cash sale or open-market purchase.

What caused the balance to change to 155,325.8225 units?

The balance was adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock units, per the filing explanation.

When was the Form 4 signed and filed?

The signature by power of attorney is dated 10/02/2025; the transaction date shown is 09/30/2025.

Is there any derivative or option activity reported in this Form 4?

No derivative securities activity is reported; only non-derivative stock units from compensation deferral are disclosed.