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(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code
(i479)
i273-4000
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:
i☐Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iCommon Stock, par value $0.10 per share
iWMT
iNew
York Stock Exchange
i2.550% Notes due 2026
iWMT26
iNew York
Stock Exchange
i1.050% Notes due 2026
iWMT26A
iNew York
Stock Exchange
i1.500% Notes due 2028
iWMT28C
iNew York
Stock Exchange
i4.875% Notes due 2029
iWMT29B
iNew York
Stock Exchange
i5.750% Notes due 2030
iWMT30B
iNew York
Stock Exchange
i1.800% Notes due 2031
iWMT31A
iNew York
Stock Exchange
i5.625% Notes due 2034
iWMT34
iNew York
Stock Exchange
i5.250% Notes due 2035
iWMT35A
iNew York
Stock Exchange
i4.875% Notes due 2039
iWMT39
iNew 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 companyi☐
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 March 28, 2024, Walmart Inc. (the “Company”) was informed that Daniel J. Bartlett, Executive Vice President, Corporate Affairs,
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.
Under the terms of the Plan, Mr. Bartlett will sell $166,667 worth of the
Company’s common stock on a specified date each month beginning in June 2024 through May 2026, subject to a minimum stock price threshold. In the event that a sale does not occur on a specified day during one or more of the months during the duration of the Plan due to the minimum stock price threshold having not been met, the dollar amount shall be carried over to the next specified sale date under the Plan on which the minimum stock price threshold is met. The maximum aggregate dollar amount of common stock that may be sold under the Plan is $4,000,000.
Mr. Bartlett 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. Bartlett
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.