S. Robson Walton - 18 Dec 2024 Form 4 Insider Report for Walmart Inc. (WMT)

Footnote F1

This transaction is a transfer, for no consideration, of managing membership interests in Walton Enterprises, LLC ("Walton Enterprises"), the entity that owns 3,002,673,393 shares of Common Stock (the "Walton Enterprises Shares"), to four trusts. As a result of the transfer, on December 18, 2024, (a) those trusts became the managing members of Walton Enterprises, and (b) the reporting person ceased, to the extent of his pecuniary interest therein, to be a beneficial owner of the Walton Enterprises Shares. With respect to Walton Enterprises, voting and dispositive power over all of the Common Stock held thereby is exercised by the managing members thereof, acting by majority vote.

Footnote F2

The reporting person is a trustee of the Walton Family Holdings Trust ("WFHT"), the entity that holds 603,989,702 shares of Common Stock (the "WFHT Shares"). On December 18, 2024, additional individuals also became trustees of the Walton Family Holdings Trust and, as a result, (a) the reporting person ceased, to the extent of his pecuniary interest therein, to be a beneficial owner of the WFHT Shares and (b) WFHT began reporting beneficial ownership of the WFHT Shares pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. With respect to WFHT, dispositive power over all of the Common Stock held thereby is exercised by the trustees thereof, acting by majority vote, and voting power over all of the Common Stock held thereby is exercised by Walton Enterprises, acting by majority vote of the managing members thereof, pursuant to an irrevocable proxy.