Walmart (WMT) EVP Seth Dallaire logs 664-share tax withholding on RS vest

Rhea-AI Filing Summary

Walmart Inc. Executive Vice President Seth Dallaire reported an automatic share disposition related to tax withholding. On February 10, 2026, 663.701 Walmart common shares were withheld at $129.02 per share to cover taxes upon the vesting of restricted stock.

After this tax-withholding transaction, Dallaire directly beneficially owned 336,534.812 Walmart common shares. He also indirectly beneficially owned 150,529 common shares held jointly with his spouse. The filing reflects administrative handling of equity compensation rather than an open-market trade.

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^*

Dallaire Seth

(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)
02/10/2026

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	02/10/2026		F		663.701(1)	D	$129.02	336,534.812	D
Common								150,529	I	Joint with Spouse

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 shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock.

Remarks:

	/s/ Dirk Gardner, by power of attorney	02/12/2026
	** 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) EVP Seth Dallaire report?

Seth Dallaire reported an automatic disposition of 663.701 Walmart common shares. The shares were withheld at $129.02 each to satisfy tax withholding obligations triggered by the vesting of restricted stock previously granted as equity compensation.

Was Seth Dallaire’s Walmart (WMT) Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by Walmart to cover taxes when restricted stock vested, as noted in the footnote explaining the purpose of the 663.701-share transaction.

How many Walmart (WMT) shares does Seth Dallaire own directly after this filing?

After the reported tax-withholding transaction, Seth Dallaire directly beneficially owned 336,534.812 Walmart common shares. This figure reflects his remaining direct holdings following the withholding of 663.701 shares for restricted stock tax obligations.

What indirect Walmart (WMT) holdings does Seth Dallaire report on Form 4?

The filing shows Seth Dallaire indirectly beneficially owns 150,529 Walmart common shares. These indirect holdings are described as being held jointly with his spouse, indicating shared ownership rather than directly held personal shares in his own name.

What does transaction code F mean in Seth Dallaire’s Walmart (WMT) Form 4?

Transaction code F on the Form 4 indicates shares used to pay an exercise price or tax liability. Here, 663.701 shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock awarded to Seth Dallaire as compensation.

What was the share price used for the Walmart (WMT) tax-withholding transaction?

The tax-withholding disposition used a price of $129.02 per Walmart common share. This price was applied to 663.701 shares that were withheld to cover Seth Dallaire’s tax obligations upon vesting of his restricted stock, as detailed in the Form 4.