Walton entities update Walmart ownership in 13D/A

Walton Enterprises, LLC and Walton Family Holdings Trust have amended their Schedule 13D on Walmart Inc. common stock.

Rhea-AI Filing Summary

Walton Enterprises, LLC and Walton Family Holdings Trust have amended their Schedule 13D on Walmart Inc. common stock. The filing reports dispositions of shares, including distributions to trust beneficiaries and sales to meet investment, personal, and charitable objectives, that reduced their beneficial ownership by more than one percent compared with December 4, 2024.

Walton Enterprises now reports beneficial ownership of 3,523,409,231 Walmart shares, representing 44.21% of the common stock. Walton Family Holdings Trust reports 520,735,838 shares, or 6.53%. These percentages are based on 7,970,166,964 shares outstanding as of December 2, 2025. The amendment also notes that Jim C. Walton has pledged 3,222,342 directly owned shares as collateral for certain credit lines and updates Steuart L. Walton’s business affiliations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the latest Walmart (WMT) Schedule 13D/A filing report?

The amendment reports updated ownership for Walton-related entities after share distributions and sales. Walton Enterprises and Walton Family Holdings Trust reduced their beneficial holdings by more than one percent, reflecting transfers to beneficiaries and sales for investment, personal, and charitable objectives.

How many Walmart (WMT) shares does Walton Enterprises, LLC now beneficially own?

Walton Enterprises, LLC reports beneficial ownership of 3,523,409,231 Walmart common shares. This stake represents 44.21% of Walmart’s outstanding common stock, calculated using 7,970,166,964 shares outstanding as of December 2, 2025, from Walmart’s Form 10-Q.

What is Walton Family Holdings Trust’s current Walmart (WMT) ownership?

Walton Family Holdings Trust reports beneficial ownership of 520,735,838 Walmart common shares. This position equals 6.53% of the company’s outstanding common stock, based on 7,970,166,964 Walmart shares outstanding as of December 2, 2025, as disclosed in Walmart’s quarterly report.

Why did Walton-related entities amend their Walmart (WMT) Schedule 13D?

The amendment reflects dispositions that reduced their beneficial ownership by more than one percent. These dispositions include distributions of Walmart shares from Walton Family Holdings Trust to its beneficiaries and sales of shares to satisfy investment, personal, and charitable objectives of those beneficiaries.

How were the ownership percentages in the Walmart (WMT) 13D/A calculated?

All reported percentages use a base of 7,970,166,964 Walmart common shares outstanding. That share count comes from Walmart’s Form 10-Q for the quarter ended October 31, 2025, which reported the outstanding shares as of December 2, 2025.

What additional arrangements involving Walmart (WMT) shares are disclosed in the 13D/A?

The filing states that Jim C. Walton has pledged 3,222,342 Walmart common shares he directly owns. These shares secure certain lines of credit extended to a company that is not affiliated with Walmart, indicating they serve as collateral for third-party financing.

What change is disclosed about Steuart L. Walton in the Walmart (WMT) 13D/A?

The amendment updates Steuart L. Walton’s business affiliations. It explains he is Co‑Founder of Game Aerospace, LLC, which manufactures carbon fiber aircraft and parts, and Co‑Founder of Runway Group, LLC, an investment holding company based in Bentonville, Arkansas at 125 W. Central Ave., Suite 300.

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Accepted by SEC EDGAR 03/03/2026 - 06:21 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Walmart Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Erron W. Smith
P.O. Box 1508,
Bentonville, AR, 72712
(479) 464-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Walton Enterprises, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,523,409,231.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,002,673,393.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,523,409,231.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.21 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Walton Family Holdings Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 520,735,838.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

520,735,838.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.53 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Walmart Inc.
(c)	Address of Issuer's Principal Executive Offices: 1 Customer Drive, Bentonville, ARKANSAS , 72716.
Item 1 Comment: Explanatory Note: This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by the Reporting Entities (Walton Enterprises and WFHT). This Amendment is being filed to, among other things, update the information regarding the Reporting Entities' beneficial ownership of shares of Common Stock of the Issuer reported in the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Entities on December 19, 2024 (the "Original Schedule 13D"). Except as otherwise provided, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D.
Item 2.	Identity and Background
(c)	The twentieth and twenty-first sentences of Item 2(c) of the Original Schedule 13D with respect to Steuart L. Walton, a Trustee, are hereby amended and restated as follows: Steuart L. Walton is Co-Founder of Game Aerospace, LLC, a manufacturer of carbon fiber aircraft and aircraft parts, and Co-Founder of Runway Group, LLC, a holding company that makes investments in real estate, outdoor initiatives, and hospitality. The principal business address of Game Aerospace, LLC and Runway Group, LLC is 125 W. Central Ave., Suite 300, Bentonville, AR 72712.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: The Reporting Entities are filing this Amendment to report dispositions of Common Stock of the Issuer that have decreased the amount of shares of Common Stock that WFHT and the Reporting Entities may be deemed to beneficially own by an amount greater than one percent of the outstanding shares of Common Stock of the Issuer as of December 4, 2024 as set forth in the Original Schedule 13D. The dispositions of shares of Common Stock were distributions of shares of Common Stock from WFHT to beneficiaries of WFHT and sales of shares of Common Stock by WFHT in order to meet investment, personal, and charitable objectives of the beneficiaries of WFHT.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) through 5(c) of the Original Schedule 13D are hereby amended and supplemented as follows: In the table set forth in Exhibit 6, each reference to the percentage of Common Stock beneficially owned by a Schedule 13D Entity and Person for purposes of this Amendment is calculated using 7,970,166,964 shares of Common Stock outstanding as of December 2, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, filed on December 3, 2025.
(b)	See Exhibit 6 hereto.
(c)	See Exhibit 7 hereto.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: Jim C. Walton has pledged 3,222,342 shares of Common Stock directly owned by him as security for certain lines of credit extended to a company not affiliated with the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 (Joint Filing Agreement), Exhibit 4 (Power of Attorney (Walton Enterprises)) and Exhibit 5 (Power of Attorney (WFHT)) of the Original Schedule 13D are incorporated herein by reference. Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: Exhibit 6 - Interest in Securities of the Issuer Table Exhibit 7 - Transactions in Securities of the Issuer During the Past 60 Days Table

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Walton Enterprises, LLC

Signature:	/s/ *
Name/Title:	Carrie Walton Penner, in her capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice Proietti, in her capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice L. Walton, in her capacity as trustee of WELLCO Mgmt Trust #3, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Benjamin S. Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	James M. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Jim C. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Lukas T. Walton, in his capacity as trustee of WELLCO Mgmt Trust #4, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	S. Robson Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Samuel R. Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Steuart L. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Thomas L. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ Erron W. Smith
Name/Title:	Erron W. Smith, Attorney-in-Fact*
Date:	03/03/2026

Walton Family Holdings Trust

Signature:	/s/ *
Name/Title:	Carrie Walton Penner, in her capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice Proietti, in her capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice L. Walton, in her capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Benjamin S. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	James M. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Jim C. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Lukas T. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	S. Robson Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Samuel R. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Steuart L. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Thomas L. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ Erron W. Smith
Name/Title:	Erron W. Smith, Attorney-in-Fact
Date:	03/03/2026

Comments accompanying signature:

Asterisk: By Erron W. Smith, Attorney-in-Fact, pursuant to a Power of Attorney dated December 18, 2024, filed as Exhibit 4 to the Original Schedule 13D and a Power of Attorney dated December 18, 2024, filed as Exhibit 5 to the Original Schedule 13D. See Item 7 hereto.