Walmart Inc.
09/05/2025 | Press release | Distributed by Public on 09/05/2025 14:08
Material Event (Form 8-K)
Item 8.01. Other Events.
On September 5, 2025, Walmart Inc. (the "Company") was informed that John David Rainey, Executive Vice President and Chief Financial 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, Mr. Rainey will have no discretion or control over the timing or effectuation of any transactions in Company securities pursuant to the Plan.
Mr. Rainey's Plan provides for sales of Company securities as part of his 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, Mr. Rainey is scheduled to sell 20,000 shares of the Company's common stock on each of two scheduled trade dates (February 2, 2026 and March 2, 2026) at prevailing market prices. Accordingly, the maximum number of shares to be sold under the Plan is 40,000. Mr. Rainey's existing Rule 10b5-1 plan, which was entered into on September 6, 2024 (the "Old Plan"), expires when the last trade under the Old Plan is executed on December 1, 2025.
Mr. Rainey continues to be subject to the Company's stock ownership guidelines, under which he is required to hold Company stock equal in value to at least five times his base salary. Upon the conclusion of each sale transaction under the Plan, Mr. Rainey 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.
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