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 6, 2024, 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 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.
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 will sell 38,000 shares of the Company’s common stock on the initial two scheduled trades (February 3, 2025 and March 3, 2025), subject to a minimum stock price threshold at the time of each sale, and sell 2,200 shares each month thereafter, at prevailing market prices, continuing through December 1, 2025. Accordingly, the maximum number of shares to be sold under the Plan is 95,800. Mr. Rainey’s existing Rule 10b5-1 plan, which was entered into on March 24, 2023 (the “Old Plan”) expires when the last trade under the Old Plan is executed on December 2, 2024.
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 monthly 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.
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 6, 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 | ||||