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




Comment for Type of Reporting Person:
Row 7, 9, and 11. Includes (i) 15,000,000 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") owned by the Reporting Person and (ii) 61,350,823 shares of Class A Common Stock that may be acquired by the Reporting Person upon the exchange of 61,350,823 common units ("OpCo Units") in Symbotic Holdings LLC, a wholly-owned subsidiary of the Issuer. Incident to its ownership of OpCo Units, the Reporting Person also owns 61,350,823 shares of the Issuer's Class V-1 common stock, par value $0.0001 ("Class V-1 Common Stock"), which carry one vote per share but confer no economic interest in the Issuer. Upon an exchange of OpCo Units for Class A Common Stock, an equal number of shares of Class V-1 Common Stock would be cancelled. Row 13. The percentage used herein and in the rest of this Schedule 13D is calculated based upon 106,662,107 shares of the Issuer's Class A Common Stock outstanding as of January 6, 2025, as disclosed in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 17, 2025, and after giving effect to the exchange of all 61,350,823 OpCo Units held by the Reporting Person into an equal number of shares of Class A Common Stock. On a fully diluted basis (including all of the outstanding shares of the Issuer's Class A Common Stock, the 76,586,618 outstanding shares of Class V-1 Common Stock and the 404,309,196 outstanding shares of the Issuer's Class V-3 common stock, par value $0.0001 per share ("Class V-3 Common Stock"), the Reporting Person beneficially owns approximately 13.0% of the Issuer's total common stock outstanding, and approximately 5.5% of the aggregate voting power of the Issuer's securities.


SCHEDULE 13D


 
Walmart Inc.
 
Signature:/s/ Gordon Y. Allison
Name/Title:Gordon Y. Allison, Senior Vice President and Chief Counsel, Finance and Corporate Governance
Date:01/17/2025
Document

Schedule I

The name, present principal occupation or employment and citizenship of each of the executive officers and directors of Walmart Inc. are set forth below. The business address of each individual is c/o Walmart Inc., 702 Southwest 8th Street, Bentonville, AR 72716.
Name of Executive OfficerPrincipal Occupation or EmploymentCitizenship
Daniel J. BartlettExecutive Vice President, Corporate AffairsUnited States
John David RaineyExecutive Vice President and Chief Financial OfficerUnited States
Rachel BrandExecutive Vice President, Global Governance, Chief Legal Officer and Corporate SecretaryUnited States
David M. ChojnowskiSenior Vice President and ControllerUnited States
John FurnerExecutive Vice President, President and Chief Executive Officer, Walmart U.S.United States
Suresh KumarExecutive Vice President, Global Chief Technology Officer and Chief Development Officer United States
Kathryn McLayExecutive Vice President, President and Chief Executive Officer, Walmart InternationalAustralia
C. Douglas McMillonPresident and Chief Executive OfficerUnited States
Donna MorrisExecutive Vice President, Chief People OfficerUnited States
Chris NicholasExecutive Vice President, President, and Chief Executive Officer, Sam's ClubUnited Kingdom

Name of DirectorPrincipal Occupation or EmploymentCitizenship
Cesar CondeChairman of NBCUniversal News GroupUnited States
Tim FlynnRetired Chairman and CEO, KPMGUnited States
Sarah FriarChief Financial Officer of OpenAIUnited States
Carla HarrisSenior Client Advisor, Morgan StanleyUnited States
Tom HortonPartner, Global Infrastructure Partners; and retired Chairman, American AirlinesUnited States
Marissa MayerCo-founder and CEO, Sunshine Products, Inc.United States
C. Douglas McMillonPresident and Chief Executive Officer, Walmart Inc.United States
Bob MoritzFormer Global Chair of PricewaterhouseCoopersUnited States
Brian NiccolChairman and Chief Executive Officer, Starbucks CorporationUnited States
Greg PennerGeneral Partner, Madrone Capital Partners, CEO and an owner of the Denver Broncos (Chairman of the Board of Walmart)United States
Randall StephensonRetired Executive Chair and CEO, AT&TUnited States
Steuart WaltonFounder and Chair, RZC InvestmentsUnited States