SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WALTON S ROBSON

(Last)

(First)

(Middle)

P.O. BOX 1860

(Street)

BENTONVILLE

72716-0215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Walmart Inc. [ WMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2024		J⁽¹⁾		3,002,673,393⁽¹⁾	D	$0⁽¹⁾	0⁽¹⁾	I	By Limited Liability Company
Common Stock	12/18/2024		J⁽²⁾		603,989,702⁽²⁾	D	$0⁽²⁾	0⁽²⁾	I	By Trust
Common Stock								7,029,557	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction is a transfer, for no consideration, of managing membership interests in Walton Enterprises, LLC ("Walton Enterprises"), the entity that owns 3,002,673,393 shares of Common Stock (the "Walton Enterprises Shares"), to four trusts. As a result of the transfer, on December 18, 2024, (a) those trusts became the managing members of Walton Enterprises, and (b) the reporting person ceased, to the extent of his pecuniary interest therein, to be a beneficial owner of the Walton Enterprises Shares. With respect to Walton Enterprises, voting and dispositive power over all of the Common Stock held thereby is exercised by the managing members thereof, acting by majority vote.

2. The reporting person is a trustee of the Walton Family Holdings Trust ("WFHT"), the entity that holds 603,989,702 shares of Common Stock (the "WFHT Shares"). On December 18, 2024, additional individuals also became trustees of the Walton Family Holdings Trust and, as a result, (a) the reporting person ceased, to the extent of his pecuniary interest therein, to be a beneficial owner of the WFHT Shares and (b) WFHT began reporting beneficial ownership of the WFHT Shares pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. With respect to WFHT, dispositive power over all of the Common Stock held thereby is exercised by the trustees thereof, acting by majority vote, and voting power over all of the Common Stock held thereby is exercised by Walton Enterprises, acting by majority vote of the managing members thereof, pursuant to an irrevocable proxy.

	/s/ Jennifer F. Rudolph, by power of attorney	12/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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