STOCK TITAN

Williams (NYSE: WMB) SVP & General Counsel sells 27,000 shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Williams Companies SVP & General Counsel Terrance Lane Wilson reported multiple equity transactions in company stock. On February 24, he completed an open-market sale of 27,000 shares of common stock at a weighted average price of $72.92 per share, leaving 293,159 common shares held directly after this sale.

On February 23, performance-based restricted stock units granted in 2023 were exercised for 44,327 common shares, increasing his direct common share position to 351,728 shares before withholdings. The filing notes these RSUs vest based on three-year financial performance metrics, with potential payout ranging from 0% to 200% of the original award.

Also on February 23, the issuer withheld 19,501 shares and 12,068 shares of common stock at $72.98 per share to cover Mr. Wilson’s tax obligations related to these equity awards. Separately, the filing records 3,100 common shares held indirectly in a trust.

Positive

  • None.

Negative

  • None.
Insider Wilson Terrance Lane
Role SVP & General Counsel
Sold 27,000 shs ($1.97M)
Type Security Shares Price Value
Sale Common Stock 27,000 $72.92 $1.97M
Exercise Restricted Stock Units 44,327 $0.00 --
Exercise Common Stock 44,327 $72.98 $3.23M
Tax Withholding Common Stock 19,501 $72.98 $1.42M
Tax Withholding Common Stock 12,068 $72.98 $881K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 293,159 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock — 3,100 shares (Indirect, By Trust)
Footnotes (1)
  1. Shares of common stock vesting pursuant to a 2023 performance-based RSU grant agreement between the Reporting Person and the Issuer and including an adjustment for performance at greater than target as certified by the Issuer's Compensation and Management Development Committee. A portion of the shares of common stock in footnote (1) were withheld by the Issuer to satisfy tax withholdings of the Reporting Person. Shares of common stock withheld by Issuer to satisfy tax withholdings of the Reporting Person in connection with a 2023 grant of time-based restricted stock units previously reported on an as-owned basis in Table I. This transaction was executed in multiple trades at prices ranging from $72.88 - $72.99. The prices reported above reflect the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Performance-based restricted stock units. Vesting is subject to applicable grant agreement and Compensation and Management Development Committee certification that the Company has met the applicable three year performance measures for certain financial metrics not solely tied to the market price of issuer securities. The payout will range from 0 percent to 200 percent of the awarded number of units.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wilson Terrance Lane

(Last) (First) (Middle)
ONE WILLIAMS CENTER

(Street)
TULSA OK 74172

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WILLIAMS COMPANIES, INC. [ WMB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 02/23/2026 02/23/2026 M 44,327 A $72.98 351,728 D
Common Stock 02/23/2026 02/23/2026 F 19,501(2) D $72.98 332,227 D
Common Stock 02/23/2026 02/23/2026 F 12,068(3) D $72.98 320,159 D
Common Stock 02/24/2026 02/24/2026 S 27,000 D $72.92(4) 293,159 D
Common Stock 3,100 I By Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(5) $0 02/23/2026 M V 44,327 02/23/2026 02/23/2026 Common Stock 44,327 $0 0 D
Explanation of Responses:
1. Shares of common stock vesting pursuant to a 2023 performance-based RSU grant agreement between the Reporting Person and the Issuer and including an adjustment for performance at greater than target as certified by the Issuer's Compensation and Management Development Committee.
2. A portion of the shares of common stock in footnote (1) were withheld by the Issuer to satisfy tax withholdings of the Reporting Person.
3. Shares of common stock withheld by Issuer to satisfy tax withholdings of the Reporting Person in connection with a 2023 grant of time-based restricted stock units previously reported on an as-owned basis in Table I.
4. This transaction was executed in multiple trades at prices ranging from $72.88 - $72.99. The prices reported above reflect the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. Performance-based restricted stock units. Vesting is subject to applicable grant agreement and Compensation and Management Development Committee certification that the Company has met the applicable three year performance measures for certain financial metrics not solely tied to the market price of issuer securities. The payout will range from 0 percent to 200 percent of the awarded number of units.
Remarks:
Cheryl L. Mahon, Attorney-in-fact 02/25/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did WMB executive Terrance Lane Wilson report on this Form 4?

Terrance Lane Wilson reported exercising 44,327 performance-based restricted stock units into common shares, then selling 27,000 common shares in an open-market transaction. The filing also shows shares withheld by the company to cover his tax obligations related to these equity awards.

How many Williams Companies (WMB) shares did the insider sell and at what price?

Wilson sold 27,000 shares of Williams Companies common stock in an open-market transaction at a weighted average price of $72.92 per share. The trade was executed in multiple lots between $72.88 and $72.99, as detailed in a transaction footnote.

What happened to Terrance Lane Wilson’s Williams Companies shareholdings after these transactions?

After the February 24 open-market sale, Wilson directly held 293,159 Williams Companies common shares. The Form 4 also notes an additional 3,100 shares held indirectly through a trust, reflecting both his vested awards and shares withheld for tax purposes.

What do the 2023 performance-based RSUs mean for WMB’s Terrance Lane Wilson?

The 2023 performance-based RSUs convert into common shares only if Williams Companies meets three-year financial performance targets. Payout can range from 0% to 200% of the granted units, based on Committee certification of results against defined financial metrics.

Why were some WMB shares withheld in Terrance Lane Wilson’s Form 4 filing?

Williams Companies withheld 19,501 and 12,068 common shares from Wilson to satisfy his tax liabilities tied to vesting equity awards. This method uses a portion of newly delivered shares instead of separate cash payments to meet required tax withholdings.

How are trust-held Williams Companies (WMB) shares reflected in this Form 4?

The Form 4 discloses 3,100 Williams Companies common shares held indirectly in a trust for Terrance Lane Wilson. This holding entry reflects indirect ownership and is separate from his directly owned shares reported in the primary transaction table.