Walmart (NYSE: WMT) CEO McMillon reports Form 4 tax share withholding

Rhea-AI Filing Summary

Walmart Inc. President and CEO C. Douglas McMillon reported a Form 4 transaction involving Walmart common stock. On 01/13/2026, 21,067.402 shares of Walmart common stock were withheld at a price of $117.97 per share to satisfy tax withholding obligations upon the vesting of restricted stock. Following this tax withholding event, he beneficially owned 4,294,271.801 shares of Walmart common stock directly.

He also reported indirect beneficial ownership of Walmart common stock through various plans and trusts, including 5,785.8872 shares held by a 401(k) plan, 415,203 shares held by a trust for children, 57,270 shares held by his wife's trust for children, 173,466 shares held by a marital trust, 5,233 shares held by a trust for his wife, 6,777 shares held by his son, and 395,970 shares held by his wife's trust for children and the reporting person.

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^*

McMillon C Douglas

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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	01/13/2026		F		21,067.402(1)	D	$117.97	4,294,271.801(2)	D
Common								5,785.8872(3)	I	By 401(k)
Common								415,203	I	By Trust for Children
Common								57,270	I	By Wife's Trust for Children
Common								173,466	I	By Marital Trust
Common								5,233	I	By Trust for Wife
Common								6,777	I	By Son
Common								395,970	I	By Wife's Trust for Children and Reporting Person

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.

2. Balance adjusted to reflect current shares held in the Walmart Inc. 2016 Associate Stock Purchase Plan.

3. Balance adjusted to reflect shares acquired through the Walmart 401(k) Plan.

Remarks:

	/s/ Dirk Gardner, by power of attorney	01/15/2026
	** 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) report for C. Douglas McMillon?

Walmart reported that President and CEO C. Douglas McMillon had 21,067.402 shares of Walmart common stock withheld on 01/13/2026 to cover tax withholding obligations upon the vesting of restricted stock.

What does the Form 4 transaction code "F" mean in the Walmart (WMT) filing?

The transaction code "F" in the Form 4 indicates shares were withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock, rather than an open-market purchase or sale.

How many Walmart (WMT) shares does C. Douglas McMillon own directly after this transaction?

After the reported tax withholding transaction, C. Douglas McMillon beneficially owned 4,294,271.801 shares of Walmart common stock in direct ownership.

At what price were the withheld Walmart (WMT) shares valued in the Form 4?

The 21,067.402 withheld shares of Walmart common stock were valued at a price of $117.97 per share in the reported transaction.

What indirect Walmart (WMT) share holdings are reported for C. Douglas McMillon?

The Form 4 lists indirect ownership of Walmart common stock including 5,785.8872 shares by a 401(k) plan, 415,203 shares by a trust for children, 57,270 shares by his wife's trust for children, 173,466 shares by a marital trust, 5,233 shares by a trust for his wife, 6,777 shares by his son, and 395,970 shares by his wife's trust for children and the reporting person.

What do the footnotes in the Walmart (WMT) Form 4 explain about the transaction?

The footnotes explain that the 21,067.402 shares represent shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock, and that certain balances are adjusted to reflect current shares held in the Walmart Inc. 2016 Associate Stock Purchase Plan and shares acquired through the Walmart 401(k) Plan.