[144] Walmart Inc. SEC Filing

Rhea-AI Filing Summary

Walmart Inc. (WMT) – Form 144 Notice of Proposed Sale

The filing discloses that an affiliate of the Walton family intends to sell 4,000,000 shares of Walmart common stock through Goldman Sachs & Co. LLC on or about 24 June 2025. The shares carry an aggregate market value of US$392 million, based on the price prevailing at the time the form was prepared. Walmart has 7,980,418,164 shares outstanding, so the proposed transaction represents roughly 0.05 % of total shares and does not create dilution because the stock is already issued.

Seller background and recent activity

• The shares were originally acquired on 5 March 2020 via a contribution from Walton Enterprises, LLC.
• The Form 144 is being filed on behalf of a Walton-related entity (Walton Family Holdings Trust and other family organisations appear in the past-sales table).
• Over the past three months, Walton-affiliated entities have already sold approximately 21.4 million shares of Walmart stock for total gross proceeds of roughly US$2.1 billion (15 separate transactions listed).

Key logistical details

• Class: Common Stock
• Broker: Goldman Sachs & Co. LLC, New York, NY 10282
• Intended exchange: NYSE
• Relationship: Insider (family of Walmart founders)

The signer represents that no undisclosed material adverse information exists and that any applicable Rule 10b5-1 trading plan was adopted prior to the sale. No remarks or additional explanatory notes were provided in the filing.

Positive

• Sale represents only ~0.05 % of shares outstanding, implying negligible dilution or ownership change impact.
• Transaction executed via a major broker (Goldman Sachs), which can help minimise market disruption given block-trade expertise.

Negative

• Continued insider selling – Walton-related entities have disposed of ~21.4 million shares (~US$2.1 bn) in the past three months, potentially pressuring sentiment.
• Large absolute dollar amount (US$392 m) may be interpreted by the market as reduced insider conviction despite small relative size.

Insights

Securities Analyst

TL;DR – Walton family schedules US$392 m sale; cumulative insider sales ~US$2.1 bn in 3 mo, but only 0.05 % of shares each time.

The Form 144 signifies continued portfolio diversification by Walton family entities. The planned 4 million-share block, worth US$392 million, is immaterial to Walmart’s 7.98 billion share base, limiting market-impact risk. However, when combined with the 21.4 million shares already sold since mid-May 2025, insider selling totals roughly US$2.1 billion. Persistent insider supply can pressure sentiment even though it does not affect fundamentals or dilution. Investors should track whether these sales persist and whether they coincide with any softening in share-price momentum.

Portfolio Manager

TL;DR – Small relative size, but pattern of Walton divestitures could weigh on perception; fundamentals unchanged.

From a portfolio standpoint, a 4 million-share sale represents minimal float expansion (<0.1 days volume for WMT) yet signals a steady liquidity tap by the controlling shareholders. While insider liquidity events are expected given concentration of wealth, the clustered timing within a 3-month window suggests the family is executing a programmatic reduction. I view the news as modestly negative for near-term technicals but neutral for long-term valuation; Walmart’s buyback capacity and daily trading liquidity should easily absorb the block.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	4000000	392000000	7980418164	06/24/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/05/2020	Contribution (2)	Walton Enterprises, LLC (2)			4000000	03/05/2020	None

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/16/2025	3098725	303990814.38
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/19/2025	3290632	322088303.24
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/20/2025	1174588	114835784.43
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/21/2025	1021512	98786237.32
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/22/2025	1136619	109416400.71
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/23/2025	423904	40737683.08
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/27/2025	2238020	218207838.14
Wartime History Museum 1 Customer Drive Bentonville AR 72716	Common Stock	05/28/2025	28000	2729759.2
Walton Family Foundation, Inc. 1 Customer Drive Bentonville AR 72716	Common Stock	05/28/2025	17000	1657353.8
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	05/29/2025	2570000	249600713
Town Branch Foundation 1 Customer Drive Bentonville AR 72716	Common Stock	06/02/2025	755000	74693131.5
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	06/02/2025	1016000	100432401.88
Walton Family Foundation, Inc. 1 Customer Drive Bentonville AR 72716	Common Stock	06/06/2025	1843816	179743112.09
Walton Family Foundation, Inc. 1 Customer Drive Bentonville AR 72716	Common Stock	06/09/2025	1820104	177373685.06
Walton Family Foundation, Inc. 1 Customer Drive Bentonville AR 72716	Common Stock	06/10/2025	1007080	97530159.06

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Walmart (WMT) shares are being sold under this Form 144?

4,000,000 common shares are planned for sale.

What is the estimated value of the proposed Walmart share sale?

The filing lists an aggregate market value of US$392 million.

Who is selling the Walmart shares disclosed in the Form 144?

The seller is a Walton family–related entity; prior sales list Walton Family Holdings Trust and related foundations.

When is the approximate sale date for these Walmart shares?

The shares are expected to be sold on or about 24 June 2025.

How significant is this sale relative to Walmart’s total shares outstanding?

At ~0.05 % of 7.98 billion shares, the block is immaterial in percentage terms.

Have there been other recent insider sales at Walmart?

Yes. The filing lists 15 transactions since 16 May 2025 totaling ~21.4 million shares with ~US$2.1 billion in gross proceeds.