Rainey John D 4

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.