Walmart (WMT) EVP John Rainey awarded 90,164 performance-based RSUs

Rhea-AI Filing Summary

Rainey John D reported acquisition or exercise transactions in this Form 4 filing.

Walmart Inc. Executive Vice President John D. Rainey received a grant of 90,164 shares of common stock as a performance-based equity award. The award represents restricted stock units earned for performance over the one-year period that ended on January 31, 2026.

The restricted stock units are scheduled to vest on January 31, 2028, provided Rainey remains employed by Walmart through that date. Following this award, he holds a total of 576,927.922 shares of Walmart common stock directly, highlighting a substantial ongoing equity stake aligned with shareholders.

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

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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^*

Rainey John D

(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		90,164(1)	A	$0	576,927.922	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 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.

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).
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FAQ

What did Walmart (WMT) executive John D. Rainey report in this Form 4?

John D. Rainey reported receiving 90,164 shares of Walmart common stock as a performance-based equity award. These are restricted stock units earned for performance over the year ended January 31, 2026, and they increase his total direct holdings to 576,927.922 shares.

Is John D. Rainey’s Walmart (WMT) Form 4 transaction a stock purchase or sale?

The Form 4 shows an acquisition via grant, not a market purchase or sale. Rainey received 90,164 restricted stock units as compensation, reported with transaction code “A” for grant or award, at a price of $0.0000 per share, reflecting a non-cash equity grant.

When do John D. Rainey’s new Walmart (WMT) restricted stock units vest?

The restricted stock units are scheduled to vest on January 31, 2028. Vesting is contingent on Rainey remaining employed by Walmart through that date, meaning he must still be with the company at vesting to receive the underlying common shares.

What performance period is tied to John D. Rainey’s Walmart (WMT) equity award?

The award was earned based on performance goals for the one-year period that ended January 31, 2026. Walmart’s Compensation and Management Development Committee certified the achievement of those performance goals on March 9, 2026, triggering the grant of restricted stock units.

How large is John D. Rainey’s total Walmart (WMT) shareholding after this Form 4 award?

After the grant of 90,164 restricted stock units, Rainey’s total direct holdings are 576,927.922 shares of Walmart common stock. This figure reflects his position following the reported transaction and indicates a significant ongoing equity interest in the company.

Does the Walmart (WMT) Form 4 mention any stock options or other derivatives for John D. Rainey?

The data shows no derivative positions reported for this filing. The transaction involves only non-derivative Walmart common stock in the form of restricted stock units, and the derivative summary section is empty for this report.