Sec Form 13D Filing - Walton Enterprises LLC @ Walmart Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Walmart Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

931142103

(CUSIP Number)

Erron W. Smith
P.O. Box 1508,
Bentonville, AR, 72712
(479) 464-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

931142103

Name of reporting person

Walton Enterprises, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,523,409,231.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,002,673,393.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

3,523,409,231.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

44.21 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

931142103

Name of reporting person

Walton Family Holdings Trust

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 520,735,838.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

520,735,838.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

6.53 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock

(b)

Name of Issuer:

Walmart Inc.

(c)

Address of Issuer's Principal Executive Offices:

1 Customer Drive, Bentonville, ARKANSAS , 72716.

Item 1 Comment:

Explanatory Note: This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by the Reporting Entities (Walton Enterprises and WFHT). This Amendment is being filed to, among other things, update the information regarding the Reporting Entities' beneficial ownership of shares of Common Stock of the Issuer reported in the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Entities on December 19, 2024 (the "Original Schedule 13D"). Except as otherwise provided, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D.

Item 2.

Identity and Background

(c)

The twentieth and twenty-first sentences of Item 2(c) of the Original Schedule 13D with respect to Steuart L. Walton, a Trustee, are hereby amended and restated as follows: Steuart L. Walton is Co-Founder of Game Aerospace, LLC, a manufacturer of carbon fiber aircraft and aircraft parts, and Co-Founder of Runway Group, LLC, a holding company that makes investments in real estate, outdoor initiatives, and hospitality. The principal business address of Game Aerospace, LLC and Runway Group, LLC is 125 W. Central Ave., Suite 300, Bentonville, AR 72712.

Item 4.

Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: The Reporting Entities are filing this Amendment to report dispositions of Common Stock of the Issuer that have decreased the amount of shares of Common Stock that WFHT and the Reporting Entities may be deemed to beneficially own by an amount greater than one percent of the outstanding shares of Common Stock of the Issuer as of December 4, 2024 as set forth in the Original Schedule 13D. The dispositions of shares of Common Stock were distributions of shares of Common Stock from WFHT to beneficiaries of WFHT and sales of shares of Common Stock by WFHT in order to meet investment, personal, and charitable objectives of the beneficiaries of WFHT.

Item 5.

Interest in Securities of the Issuer

(a)

Items 5(a) through 5(c) of the Original Schedule 13D are hereby amended and supplemented as follows: In the table set forth in Exhibit 6, each reference to the percentage of Common Stock beneficially owned by a Schedule 13D Entity and Person for purposes of this Amendment is calculated using 7,970,166,964 shares of Common Stock outstanding as of December 2, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, filed on December 3, 2025.

(b)

See Exhibit 6 hereto.

(c)

See Exhibit 7 hereto.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: Jim C. Walton has pledged 3,222,342 shares of Common Stock directly owned by him as security for certain lines of credit extended to a company not affiliated with the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1 (Joint Filing Agreement), Exhibit 4 (Power of Attorney (Walton Enterprises)) and Exhibit 5 (Power of Attorney (WFHT)) of the Original Schedule 13D are incorporated herein by reference. Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: Exhibit 6 - Interest in Securities of the Issuer Table Exhibit 7 - Transactions in Securities of the Issuer During the Past 60 Days Table

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Walton Enterprises, LLC

Signature:	/s/ *
Name/Title:	Carrie Walton Penner, in her capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice Proietti, in her capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice L. Walton, in her capacity as trustee of WELLCO Mgmt Trust #3, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Benjamin S. Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	James M. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Jim C. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Lukas T. Walton, in his capacity as trustee of WELLCO Mgmt Trust #4, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	S. Robson Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Samuel R. Walton, in his capacity as trustee of WELLCO Mgmt Trust #1, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Steuart L. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Thomas L. Walton, in his capacity as trustee of WELLCO Mgmt Trust #2, a managing member of Walton Enterprises, LLC
Date:	03/03/2026

Signature:	/s/ Erron W. Smith
Name/Title:	Erron W. Smith, Attorney-in-Fact*
Date:	03/03/2026

Walton Family Holdings Trust

Signature:	/s/ *
Name/Title:	Carrie Walton Penner, in her capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice Proietti, in her capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Alice L. Walton, in her capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Benjamin S. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	James M. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Jim C. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Lukas T. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	S. Robson Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Samuel R. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Steuart L. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ *
Name/Title:	Thomas L. Walton, in his capacity as trustee of Walton Family Holdings Trust
Date:	03/03/2026

Signature:	/s/ Erron W. Smith
Name/Title:	Erron W. Smith, Attorney-in-Fact
Date:	03/03/2026

Comments accompanying signature:

Asterisk: By Erron W. Smith, Attorney-in-Fact, pursuant to a Power of Attorney dated December 18, 2024, filed as Exhibit 4 to the Original Schedule 13D and a Power of Attorney dated December 18, 2024, filed as Exhibit 5 to the Original Schedule 13D. See Item 7 hereto.

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Sec Form 13D Filing - Walton Enterprises LLC filing for - 2026-03-03