Walmart Inc.
03/28/2024 | Press release | Distributed by Public on 03/28/2024 15:10
Material Event - Form 8-K
Item 8.01. Other Events.
On March 28, 2024, Walmart Inc. (the "Company") was informed that Daniel J. Bartlett, Executive Vice President, Corporate Affairs, 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.
Under the terms of the Plan, Mr. Bartlett will sell $166,667 worth of the Company's common stock on a specified date each month beginning in June 2024 through May 2026, subject to a minimum stock price threshold. In the event that a sale does not occur on a specified day during one or more of the months during the duration of the Plan due to the minimum stock price threshold having not been met, the dollar amount shall be carried over to the next specified sale date under the Plan on which the minimum stock price threshold is met. The maximum aggregate dollar amount of common stock that may be sold under the Plan is $4,000,000.
Mr. Bartlett 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 sale transaction under the Plan, Mr. Bartlett 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.