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)

February 28, 2024

Walmart Inc.

(Exact name of registrant as specified in its charter)

702 S.W. 8th Street

Bentonville, AR 72716-0215

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

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 February 28, 2024, Walmart Inc. (the “Company”) was informed that John Furner, Executive Vice President,

President and Chief Executive Officer, Walmart 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 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.

Mr. Furner’s 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.

Furner will sell 13,125 shares of the Company’s common stock on a specified date each month beginning on May 31, 2024, and

continuing through February 27, 2025. Accordingly, the maximum number of shares to be sold under the Plan is 131,250. Mr.

Furner’s existing Rule 10b5-1 plan, which was entered into on March 6, 2023 (the “Old Plan”) expires when the last trade

under the Old Plan is executed in March 2024.

Mr. Furner 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 monthly sale transaction under

the Plan, Mr. Furner 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:  February 28, 2024