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
Date of Report (date of earliest event reported)
November 22, 2024
Walmart Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| DE | 001-06991 | 71-0415188 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
702 S.W. 8th Street
Bentonville, AR 72716-0215
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code
(479) 273-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | | WMT | | New York Stock Exchange |
| 2.550% Notes due 2026 | | WMT26 | | New York Stock Exchange |
| 1.050% Notes due 2026 | | WMT26A | | New York Stock Exchange |
| 1.500% Notes due 2028 | | WMT28C | | New York Stock Exchange |
| 4.875% Notes due 2029 | | WMT29B | | New York Stock Exchange |
| 5.750% Notes due 2030 | | WMT30B | | New York Stock Exchange |
| 1.800% Notes due 2031 | | WMT31A | | New York Stock Exchange |
| 5.625% Notes due 2034 | | WMT34 | | New York Stock Exchange |
| 5.250% Notes due 2035 | | WMT35A | | New York Stock Exchange |
| 4.875% Notes due 2039 | | WMT39 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 22, 2024, Walmart Inc. (the “Company”) was informed that Kathryn McLay, Executive Vice President, President and Chief Executive Officer, Walmart International, 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 permits officers and directors of public companies, who routinely become aware of material nonpublic information and therefore are unable to sell company securities until the information has been made public, to plan in advance for their liquidity or other needs by adopting, at a time when they are not in possession of material non-public information, a written plan providing for securities transactions to occur over specified future periods of time under specified conditions. Once an individual has entered into a Rule 10b5-1 trading plan, the individual has no discretion or control over whether or when transactions in Company securities will occur pursuant to the Plan.
Ms. McLay’s 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. McLay will sell 4,000 shares of the Company’s common stock on a specified day each month for a period of ten months, beginning March 2025, selling shares at prevailing market prices, continuing through December 2025. Accordingly, the maximum number of shares to be sold under the Plan is 40,000.
Ms. McLay 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 monthly sale transaction under the Plan, Ms. McLay 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.
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: November 22, 2024
| | | | | |
| 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 |
