Marissa Mayer defers Walmart (WMT) director fees into new stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Walmart Inc. director Marissa A. Mayer acquired 231 common stock units as part of quarterly board compensation. The units were granted on the basis of a closing share price of $124.28 and increased her directly held and deferred balance to 130,402.2532 units and shares.

The award reflects compensation that she elected to defer in stock units rather than cash. The reported balance also includes phantom stock units credited as dividend equivalents on previously deferred stock, which track Walmart’s share price but are typically settled in stock or cash at a later date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MAYER MARISSA A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	231	$124.28	$29K

Holdings After Transaction: Common — 130,402.253 shares (Direct)

Footnotes (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. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock.

Key Figures

Stock units granted: 231 units Grant valuation price: $124.28 per share Total holdings after grant: 130,402.2532 shares/units

3 metrics

Stock units granted 231 units Quarterly director compensation deferred into stock units

Grant valuation price $124.28 per share Closing price used to determine number of stock units

Total holdings after grant 130,402.2532 shares/units Direct holdings following March 31, 2026 transaction

Key Terms

defer in the form of stock units, phantom stock units, dividend equivalents

3 terms

defer in the form of stock units financial

"which the Reporting Person elected to defer in the form of stock units"

phantom stock units financial

"Balance adjusted to reflect phantom stock units acquired"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

dividend equivalents financial

"phantom stock units acquired as dividend equivalents on deferred stock"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:00 PM

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^*

MAYER MARISSA A

(Last)

(First)

(Middle)

1 CUSTOMER DRIVE

(Street)

BENTONVILLE

ARKANSAS

72716

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	03/31/2026		A		231⁽¹⁾	A	$124.28	130,402.2532⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. Balance adjusted to reflect phantom stock units acquired as dividend equivalents on deferred stock.

Remarks:

	/s/ Mary Marshall, by power of attorney	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Walmart (WMT) director Marissa Mayer report?

Marissa Mayer reported receiving 231 Walmart common stock units as quarterly director compensation. The units were awarded on March 31, 2026, based on the closing share price and represent deferred compensation rather than an open-market stock purchase.

Was Marissa Mayer’s Walmart (WMT) Form 4 a stock purchase or a compensation grant?

The Form 4 reflects a compensation grant, not an open-market purchase. Mayer elected to defer her quarterly director fees into stock units, determined using Walmart’s closing share price on the grant date, as part of the company’s director compensation program.

How many Walmart (WMT) shares and units does Marissa Mayer hold after this transaction?

After the transaction, Mayer holds a total of 130,402.2532 Walmart common shares and stock units directly. This figure includes both the newly granted deferred stock units and prior phantom stock units credited as dividend equivalents on earlier deferred awards.

What price was used to calculate Marissa Mayer’s Walmart (WMT) stock unit grant?

The number of stock units granted to Mayer was calculated using Walmart’s closing common stock price of $124.28 on the grant date. This price determined how many units she received in exchange for her deferred quarterly director compensation.

What are phantom stock units and dividend equivalents in Walmart (WMT) director compensation?

Phantom stock units are bookkeeping entries that mirror Walmart’s share value, often settled later in stock or cash. Dividend equivalents are additional phantom units credited when dividends are paid, so deferred stock-based compensation keeps up with regular shareholder dividend distributions.