[Form 4] Walmart Inc. Insider Trading Activity

Rhea-AI Filing Summary

Walmart Inc. (WMT) – Form 4 insider transaction

Executive Vice President John D. Rainey reported two open-market sales of Walmart common stock executed on 1 July 2025 under a previously disclosed Rule 10b5-1 trading plan.

• Shares sold: 1,616 at a weighted-average price of $98.2998 and 584 at a weighted-average price of $98.823, for a combined total of 2,200 shares.
• Gross proceeds: approximately $216,700.
• Remaining direct holding: 628,901.995 shares following the transactions.
• The plan was adopted during an open trading window and publicly disclosed on 6 September 2024, indicating pre-arranged, non-discretionary execution.

No derivative securities were reported, and there were no indications of additional dispositions or acquisitions. The sales represent roughly 0.35 % of Rainey’s post-transaction direct ownership, suggesting the move is portfolio-management in nature rather than a signal of material change in insider sentiment.

Positive

• Use of Rule 10b5-1 plan demonstrates pre-commitment and reduces risk of insider-trading allegations, reflecting sound governance and transparency.

Negative

• Insider selling activity, even when small, can be perceived negatively by some investors monitoring insider sentiment.

Insights

Senior Equity Analyst

TL;DR – Minor planned sale; negligible impact on WMT valuation.

The Form 4 discloses a modest insider sale—just 2,200 shares—executed via a Rule 10b5-1 plan, which substantially reduces concerns about opportunistic timing. With the executive still holding nearly 629 k shares, the transaction does not materially alter insider ownership or indicate a strategic shift. Investors typically view small, pre-programmed sales as neutral; therefore, the filing is unlikely to influence share-price performance or earnings expectations.

Corporate Governance Specialist

TL;DR – Transparent use of Rule 10b5-1; governance best practice upheld.

The disclosure reinforces Walmart’s adherence to governance norms: the sale was made during an open window, pre-planned, and the weighted-average pricing details were provided. Such transparency mitigates litigation and perception risk. Given the tiny fraction of total ownership sold, I categorize the event as not impactful for corporate-governance risk assessments.

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).

X

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)
07/01/2025

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	07/01/2025		S		1,616(1)	D	$98.2998	628,901.995	D
Common	07/01/2025		S		584(2)	D	$98.823	628,317.995	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. This sale was executed pursuant to a Rule 10b5-1 plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on September 6, 2024. This transaction was executed in multiple trades at prices ranging from $97.53 to $98.52, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request of the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

2. This sale was executed pursuant to a Rule 10b5-1 plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on September 6, 2024. This transaction was executed in multiple trades at prices ranging from $98.53 to $99.10, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request of the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Jennifer F. Rudolph, by power of attorney	07/02/2025
	** 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.

FAQ

How many Walmart (WMT) shares did EVP John Rainey sell on 1 July 2025?

He sold 2,200 common shares in two separate transactions.

What were the sale prices disclosed in the Form 4 filing?

Weighted-average prices were $98.2998 for 1,616 shares and $98.823 for 584 shares.

How many Walmart shares does the executive own after the sale?

Rainey directly owns 628,901.995 shares following the reported transactions.

Was the transaction part of a Rule 10b5-1 trading plan?

Yes. The filing states the sales were executed under a Rule 10b5-1 plan adopted and disclosed on 6 September 2024.

Does this insider sale materially affect Walmart’s stock outlook?

Given its small size (≈0.35 % of Rainey’s holdings), the sale is viewed as neutral with minimal impact on WMT’s valuation.