Form 4: Walmart Director Defers Compensation into Stock Units

Walmart Director Randall L. Stephenson increased his beneficial ownership by deferring quarterly compensation into 461 common stock units at $103.06 per share.

Summary

• Randall L. Stephenson, a Director of Walmart Inc. (WMT), acquired 461 shares of common stock.
• The transaction occurred on September 30, 2025, at a price of $103.06 per share.
• This acquisition represents quarterly director compensation, which Stephenson elected to defer into stock units.
• The number of stock units was determined using the closing price of Walmart's common stock on the grant date.
• Following this transaction, Stephenson beneficially owns 62,975.3023 shares.
• The balance also reflects phantom stock units acquired as dividend equivalents on deferred stock units.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event where a director increases their stake in the company through deferred compensation, aligning interests with shareholders. There are no negative financial implications or unexpected events.

Positives

• Randall L. Stephenson, a Director, increased his beneficial ownership in Walmart Inc. by 461 shares.
• The deferral of compensation into stock units aligns the director's interests with those of shareholders.
• The total beneficial ownership now stands at 62,975.3023 shares, indicating a significant stake.

Risks

• The Power of Attorney explicitly states that neither the Company nor the Attorney-in-Fact assumes liability for the undersigned's responsibility to comply with Section 13 or Section 16 of the Exchange Act or Rule 144, or for any failure to comply with such requirements, or for disgorgement of profits under Section 16(b) of the Exchange Act.
• The Power of Attorney also clarifies that it does not relieve the undersigned from responsibility for compliance with their obligations under Section 13 or Section 16 of the Exchange Act, including reporting requirements.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the routine reporting of a director's compensation deferral into stock units.

Industry Context

The deferral of director compensation into company stock is a common practice across many publicly traded companies. It is often viewed favorably as it aligns the interests of the board members with those of long-term shareholders, encouraging a focus on sustainable company performance and value creation. This practice is standard for large corporations like Walmart, aiming to foster strong corporate governance.

Comparison to Industry Standards

• Deferring director compensation into stock units is a widely adopted corporate governance practice, consistent with benchmarks set by leading companies such as Apple (AAPL), Microsoft (MSFT), and Amazon (AMZN), where directors often receive a significant portion of their compensation in equity to align their incentives with shareholder value.
• The acquisition price of $103.06 per share reflects the market value on the grant date, a standard method for valuing equity compensation, comparable to how director stock awards are typically priced at companies like Target (TGT) or Costco (COST).
• The increase in beneficial ownership for Randall L. Stephenson, a director, is a positive signal, similar to insider buying trends observed in other S&P 500 companies, indicating confidence in the company's future prospects.

Corporate Governance

Related Party Transactions

• The acquisition of 461 common stock units by Randall L. Stephenson represents quarterly director compensation, which is a transaction between the company and a director, considered a related party.

Stakeholder Impact

• **Shareholders:** The deferral of director compensation into stock units aligns the director's financial interests more closely with those of shareholders, potentially fostering decisions that enhance long-term shareholder value.
• **Management:** The Power of Attorney streamlines compliance for the director, reducing administrative burden and ensuring timely regulatory filings.

Next Steps

• Randall L. Stephenson will continue to be subject to Section 16 reporting requirements for his holdings and transactions in Walmart securities.
• The appointed attorneys-in-fact will continue to prepare and file necessary SEC documents on behalf of Randall L. Stephenson as required.

Key Dates

Keywords

Walmart, WMT, Randall Stephenson, Director Compensation, Stock Units, Insider Trading, SEC Form 4, Beneficial Ownership, Deferred Compensation