Rainey John D 4
4 · Walmart Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Walmart (WMT) EVP John D. Rainey Sells Shares
What Happened
- John D. Rainey, Executive Vice President of Walmart (WMT), disposed of a large block of shares: 102,456.656 shares were withheld to satisfy tax withholding on vested performance-based restricted stock units (RSUs) on Jan 31, 2026 (valued at $119.14/share, $12,206,686). Separately, he sold a total of 20,000 shares in open-market trades on Feb 2, 2026 across several executions (weighted prices shown below), generating approximately $2,445,352. Combined value of the reported dispositions is roughly $14.65M.
- These transactions are sales/withholdings (not purchases); withholding is a routine tax-related disposition, and the open-market sales were executed under pre-established 10b5-1 plans.
Key Details
- Transaction dates and prices:
- 2026-01-31: 102,456.656 shares withheld @ $119.14 = $12,206,686 (F — tax withholding on vested RSUs; Footnote F1).
- 2026-02-02: open-market sales totaling 20,000 shares in multiple trades:
- 1,704 @ $119.45 = $203,540 (F2; weighted avg of trades $119.12–$120.11)
- 3,385 @ $120.68 = $408,516 (F3; weighted avg $120.1417–$121.1107)
- 3,744 @ $121.63 = $455,377 (F4; weighted avg $121.1445–$122.1379)
- 2,561 @ $122.69 = $314,209 (F5; weighted avg $122.1553–$123.1519)
- 8,606 @ $123.60 = $1,063,710 (F6; weighted avg $123.1595–$124.065)
- Shares owned after the transactions: Not disclosed in this Form 4 filing.
- Notable footnotes: The withheld shares were to cover tax obligations on vested performance-based RSUs (F1). The Feb 2 sales were executed pursuant to Rule 10b5-1 trading plans established during an open trading window and disclosed by Walmart on Form 8-K (Sept 5, 2025); reported prices are weighted averages across multiple trades (F2–F6).
- Filing timeliness: Form filed Feb 3, 2026; the filing does not indicate a late report.
Context
- Tax withholding on RSU vesting is common and typically does not reflect a deliberate market view; it reduces the insider’s share count to cover tax liabilities.
- The open-market sales were conducted under pre-set 10b5-1 plans (established in an open window), which are routine mechanisms that allow insiders to sell shares at pre-determined times and generally reduce questions about trading based on nonpublic information.
- These transactions are disposals (codes F and S). They do not indicate a purchase-driven bullish signal.
Insider Transaction Report
Form 4
Walmart Inc.WMT
Rainey John D
Executive Vice President
Transactions
- Tax Payment
Common
[F1]2026-01-31$119.14/sh−102,456.656$12,206,686→ 526,763.922 total - Sale
Common
[F2]2026-02-02$119.45/sh−1,704$203,540→ 525,059.922 total - Sale
Common
[F3]2026-02-02$120.68/sh−3,385$408,516→ 521,674.922 total - Sale
Common
[F4]2026-02-02$121.63/sh−3,744$455,377→ 517,930.922 total - Sale
Common
[F5]2026-02-02$122.69/sh−2,561$314,209→ 515,369.922 total - Sale
Common
[F6]2026-02-02$123.60/sh−8,606$1,063,710→ 506,763.922 total
Footnotes (6)
- [F1]Represents stock units withheld to satisfy tax withholding obligations upon the vesting of performance-based restricted stock units.
- [F2]This sale was executed pursuant to a Rule 10b5-1 Plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on September 5, 2025. This sale was executed in multiple trades ranging from $119.12 to $120.11, inclusive. The price reported above represents the weighted average purchase price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
- [F3]This sale was executed pursuant to a Rule 10b5-1 Plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on September 5, 2025. This sale was executed in multiple trades ranging from $120.1417 to $121.1107, inclusive. The price reported above represents the weighted average purchase price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
- [F4]This sale was executed pursuant to a Rule 10b5-1 Plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on September 5, 2025. This sale was executed in multiple trades ranging from $121.1445 to $122.1379, inclusive. The price reported above represents the weighted average purchase price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
- [F5]This sale was executed pursuant to a Rule 10b5-1 Plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on September 5, 2025. This sale was executed in multiple trades ranging from $122.1553 to $123.1519, inclusive. The price reported above represents the weighted average purchase price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
- [F6]This sale was executed pursuant to a Rule 10b5-1 Plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on September 5, 2025. This sale was executed in multiple trades ranging from $123.1595 to $124.065, inclusive. The price reported above represents the weighted average purchase price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.
Signature
/s/ Dirk Gardner, by power of attorney|2026-02-03