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  4. [Form 4] Walmart Inc. Insider Trading Activity

Walton Family Trust distributes 1.6M WMT and sells 2.54M shares at ~$96–$97

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Walton Family Holdings Trust filed a Form 4 for Walmart Inc. (WMT) reporting transactions from 08/27/2025 to 08/29/2025. The Trust made a distribution of 1,600,000 shares of Walmart common stock to a beneficiary for no consideration on 08/27/2025 and executed multiple open-market sales totaling 2,537,500 shares across 08/27–08/29/2025. Reported weighted-average sale prices ranged roughly from $96.09 to $97.01 for the various trades. Beneficial ownership reported on the form fell from 548,665,700 shares after the distribution to 546,128,200 shares following the sales, reflecting the aggregate disposals disclosed on the Form 4.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Minor reduction in Walton Trust's Walmart stake via distribution and sales; transactions are large in absolute terms but small as a percentage of outstanding holdings.

The Form 4 shows a distribution of 1.6 million shares to a beneficiary and subsequent open-market sales of 2,537,500 shares executed over three days at weighted-average prices near $96–$97. The Trust's reported beneficial ownership decreased from 548,665,700 to 546,128,200 shares. As a percentage, this change is modest relative to the total reported stake, so market-impact and governance-control implications appear limited based solely on the disclosed transactions.

TL;DR: Report documents routine trustee distribution plus market sales; no governance change or new insider role disclosed.

The filing identifies the reporting entity as Walton Family Holdings Trust and indicates a distribution to a beneficiary followed by block and algorithmic sales. The form lists the reporting relationship (Director and 10% Owner boxes are shown on the form). There is no indication of a change in board membership, additional transfers of control, or new agreements; the activity appears operational (trustee distribution) rather than a governance shift.

Insider Walton Family Holdings Trust
Role 10% Owner
Sold 2,537,500 shs ($244.67M)
Type Security Shares Price Value
Sale Common 1,367,984 $96.6266 $132.18M
Sale Common 3,246 $97.0068 $315K
Sale Common 767,418 $96.2223 $73.84M
Other Common 1,600,000 $0.00 --
Sale Common 398,852 $96.0905 $38.33M
Holdings After Transaction: Common — 546,131,446 shares (Direct)
Footnotes (1)
  1. The transaction is a distribution of 1,600,000 shares of Common Stock, for no consideration, by the Walton Family Holdings Trust (the "Trust") to a beneficiary of the Trust. This sale was executed in multiple trades at prices ranging from $96.00 to $96.31, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected. This sale was executed in multiple trades at prices ranging from $96.00 to $96.57, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected. This sale was executed in multiple trades at prices ranging from $96.00 to $96.999, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected. This sale was executed in multiple trades at prices ranging from $97.00 to $97.02, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
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).
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*
Walton Family Holdings Trust
(Last) (First) (Middle)
P.O. BOX 1508
(Street)
BENTONVILLE AR 72712
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025
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 08/27/2025 J(1) 1,600,000(1) D $0(1) 548,665,700 D
Common 08/27/2025 S 398,852 D $96.0905(2) 548,266,848 D
Common 08/28/2025 S 767,418 D $96.2223(3) 547,499,430 D
Common 08/29/2025 S 1,367,984 D $96.6266(4) 546,131,446 D
Common 08/29/2025 S 3,246 D $97.0068(5) 546,128,200 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. The transaction is a distribution of 1,600,000 shares of Common Stock, for no consideration, by the Walton Family Holdings Trust (the "Trust") to a beneficiary of the Trust.
2. This sale was executed in multiple trades at prices ranging from $96.00 to $96.31, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
3. This sale was executed in multiple trades at prices ranging from $96.00 to $96.57, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
4. This sale was executed in multiple trades at prices ranging from $96.00 to $96.999, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
5. This sale was executed in multiple trades at prices ranging from $97.00 to $97.02, inclusive. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
Remarks:
/s/ Jennifer F. Rudolph, by Power of Attorney 08/29/2025
** 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 the Walton Family Holdings Trust report on the Form 4 for WMT?

The Trust reported a distribution of 1,600,000 shares to a beneficiary and sales of 2,537,500 shares across 08/27–08/29/2025.

How many Walmart shares did the Trust sell and at what prices?

2,537,500 shares sold in multiple trades with reported weighted-average prices of $96.0905, $96.2223, $96.6266, and $97.0068 for the respective trade blocks.

How did these transactions change the Trust's beneficial ownership of WMT?

Beneficial ownership decreased from 548,665,700 shares to 546,128,200 shares after the distribution and sales disclosed on the Form 4.

Was consideration received for the 1,600,000 share distribution?

No consideration was received for the distribution; the Form 4 states the distribution was to a beneficiary for no consideration.

Does the Form 4 indicate any change in director status or control?

No change in director status or control is stated. The filing lists the reporting relationship but does not disclose any board membership change or transfer of voting control.