Walmart Inc. filed SEC Form 8-K: Other Events
$WMT
Department/Specialty Retail Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On September 22, 2025, Walmart Inc. (the “Company”) was informed that Donna Morris, Executive Vice President and Chief People Officer, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”). Rule 10b5-1 trading plans permit individuals who are not in possession of material non-public information to adopt a written pre-arranged plan for transactions in securities under specified conditions and for specified periods of time. Under the terms of the Plan, Ms. Morris will have no discretion or control over the timing or effectuation of any transactions in Company securities pursuant to the Plan.
Ms. Morris’ Plan provides for sales of Company securities as part of her long-term asset diversification, tax, and financial planning strategy and is in accordance with the Company’s Insider Trading Policy. Under the terms of the Plan, Ms. Morris is scheduled to sell (i) the number of net shares remaining after taxes are withheld from the vesting of 14,425 shares of Common Stock on January 13, 2026; and (ii) the number of net shares remaining after taxes are withheld from the vesting of 134,240 shares of Common Stock on January 31, 2026. Accordingly, the maximum number of shares to be sold under the Plan is 148,665, less shares withheld for taxes upon vesting. Sales under the Plan are scheduled to commence on January 13, 2026, subject to a specified minimum stock price threshold. The Plan will expire on the earlier of (i) July 13, 2026 or (ii) the sale of all applicable shares under the Plan.
Ms. Morris continues to be subject to the Company’s stock ownership guidelines, under which she is required to hold Company stock equal in value to at least five times her base salary. Upon the conclusion of each sale transaction under the Plan, Ms. Morris will continue to satisfy the requirements of the Company’s stock ownership guidelines.
Any transactions under the Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission to the extent required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 22, 2025
| WALMART INC. | |||||
| By: | /s/ Gordon Y. Allison | ||||
| Name: | Gordon Y. Allison | ||||
| Title: | Senior Vice President, Office of the Corporate Secretary, and Chief Counsel for Finance and Governance | ||||