Director Timothy Flynn Reports Small 347-Share Acquisition at Walmart

Rhea-AI Filing Summary

Form 4 highlights: Walmart Inc. (WMT) director Timothy Patrick Flynn reported the automatic acquisition of 347 common stock units on 06/30/2025. The units represent deferred quarterly board compensation; the number of units was calculated using Walmart’s closing share price on the grant date. Following the transaction, Flynn’s total beneficial ownership stands at 154,589.7135 shares, held directly. No cash was exchanged and no derivative securities were involved. The filing does not disclose any sales, option exercises or changes in control and therefore has minimal financial impact on Walmart’s capital structure or trading float.

Insights

Equity Research Analyst

TL;DR: Routine board compensation; immaterial to valuation.

The 347-share grant increases director Flynn’s stake by less than 0.3% of his holdings and an immaterial fraction of Walmart’s 2.7 billion shares outstanding. Such automatic deferrals marginally align board and shareholder interests but do not affect earnings, cash flow, or share supply. I view the filing as routine governance disclosure with no valuation impact.

Corporate Governance Specialist

TL;DR: Standard deferred equity; signals continued board alignment.

Deferred stock units are common for S&P 500 boards. The grant confirms Flynn’s ongoing participation in the equity‐based compensation plan, supporting best-practice alignment. No red flags—no 10b5-1 notation and filing is timely. Governance takeaway: neutral.

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^*

FLYNN TIMOTHY PATRICK

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		A		347(1)	A	$0	154,589.7135	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.

	/s/ Geoffrey W. Edwards, by power of attorney	07/01/2025
	** 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.

FAQ

How many Walmart (WMT) shares did Director Timothy Flynn acquire?

He acquired 347 deferred stock units representing common shares on 06/30/2025.

What is Timothy Flynn’s total Walmart share ownership after the transaction?

His beneficial ownership increased to 154,589.7135 shares held directly.

Was any cash paid for the shares disclosed in this Form 4?

No. The units were granted as board compensation at a price of $0 per unit.

Does the Form 4 indicate a Rule 10b5-1 trading plan?

No. The filing does not check the Rule 10b5-1(c) box.

Is this insider transaction material to Walmart shareholders?

Given Walmart’s multi-billion-share float, this 347-share grant is immaterial to valuation or control.