Current Report Filing (8-k)
March 06 2023 - 04:51PM
Edgar (US Regulatory)
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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)
March 06, 2023
Walmart Inc.
(Exact name of registrant as specified in its charter)
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DE
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001-06991 |
71-0415188
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.10 per share |
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WMT |
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NYSE |
2.550% Notes Due 2026 |
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WMT26 |
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NYSE |
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.
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Item 8.01. Other Events.
On March 6, 2023, 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 4,375
shares of the Company’s common stock on a specified date each month
beginning in June 2023 and continuing through March 2024.
Accordingly, the maximum number of shares to be sold under the Plan
is 43,750. Mr. Furner’s existing Rule 10b5-1 plan, which was
entered into on August 17, 2022 (the “Old Plan”) expires when the
last trade under the Old Plan is executed in April
2023.
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.
SIGNATURES
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: March 6, 2023
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WALMART INC. |
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By: |
/s/ Gordon Y. Allison |
Name: |
Gordon Y. Allison |
Title: |
Senior Vice President, Office of the Corporate Secretary, and Chief
Counsel for Finance and Governance |
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