Walmart Inc 8-K, filed Dec 29, 2025
Walmart Inc. (WMT)
8-K
2025-12-29
For: 2025-12-24
View Original
Added on
April 02, 2026
About this 8-K
Walmart Inc filed this 8-K on December 29, 2025, reporting on events of December 24, 2025.
Items reported
- Item 8.01: Other events
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)
December 29, 2025 (December 24, 2025 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 December 24, 2025, Walmart Inc. (the “Company”) was informed that Chris Nicholas, Executive Vice President, President and Chief Executive Officer, Sam’s Club U.S., 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 trading plans permit individuals who are not in possession of material non-public information to adopt a written pre-arranged plan for transactions in securities under specified conditions and for specified periods of time. Under the terms of the Plan, Mr. Nicholas will have no discretion or control over the timing or effectuation of any transactions in Company securities pursuant to the Plan.
Mr. Nicholas’ 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. Nicholas is scheduled to sell 2,900 shares of the Company’s common stock on a specified date each month over a period of 12 months beginning in April 2026 and continuing through March 2027 at prevailing market prices. Accordingly, the maximum number of shares to be sold under the Plan is 34,800.
Mr. Nicholas 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. Nicholas 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: December 29, 2025
| 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 Corporate Governance | ||||