Williams (NYSE: WMB) SVP receives performance-based RSU adjustment on 2023 award

Rhea-AI Filing Summary

Williams Companies Senior Vice President Todd J. Rinke reported an acquisition of 2,467 restricted stock units. These units were granted at a price of $0.00 per unit and increased his directly held restricted stock unit balance to 6,698 units following the transaction.

The footnotes explain that vesting depends on meeting performance requirements set by the Compensation and Management Development Committee. Metrics include return on capital employed and available funds from operations per share, each weighted at 50 percent, with a relative total shareholder return modifier that can adjust results by up to 25 percent. The filing notes this represents an adjustment to a 2023 performance-based RSU award due to performance greater than target.

Insights

Equity Compensation Analyst

Performance-based RSU adjustment, routine and neutral for investors.

The transaction shows Todd J. Rinke, a Senior Vice President at Williams Companies, receiving 2,467 restricted stock units at $0.00, bringing his total to 6,698 units. This is compensation-related, not an open-market purchase or sale.

The award stems from a 2023 performance-based RSU grant, with performance above target driving an upward adjustment. Payout ultimately depends on metrics such as return on capital employed and available funds from operations per share, plus a relative total shareholder return modifier.

The final payout can range from 0% to 200% of the reported units, based on future performance certification by the Compensation and Management Development Committee. As a standard equity incentive outcome, it does not by itself signal a change in the company’s broader financial outlook.

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
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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^*

Rinke Todd J.

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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(1)	$0	02/18/2026		A		2,467(2)		02/23/2026	02/23/2026	Common Stock	2,467	$0	6,698	D

Explanation of Responses:

1. Vesting is subject to applicable grant agreement and Compensation and Management Development Committee certification that the Company has met applicable performance requirements. Return on capital employed and available funds from operations per share are each weighted at 50 percent and are measured against predetermined targets. Additionally, relative total shareholder return is used as a performance modifier potentially increasing or decreasing the calculated result by up to 25%. The final potential payout will range from 0 percent to 200 percent of the above reported number of units.

2. Represents an adjustment to the restricted stock units awarded pursuant to the 2023 performance-based RSU grant agreement resulting from performance greater than target.

Remarks:

	Marium Hannon, Attorney-In-Fact	02/20/2026
	** 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 did WMB Senior Vice President Todd J. Rinke report on this Form 4?

He reported receiving 2,467 restricted stock units as an equity award, at a grant price of $0.00 per unit. After this transaction, his directly held restricted stock unit balance increased to 6,698 units, according to the filing’s ownership figures.

Is Todd J. Rinke’s Form 4 transaction in WMB stock a buy or a sell?

The transaction is an acquisition of restricted stock units as compensation, not an open-market buy or sell. It is coded as a grant or award (Code A) with no cash price paid per unit, reflecting stock-based compensation rather than trading activity.

How many restricted stock units does Todd J. Rinke hold after this WMB Form 4?

Following the reported transaction, he holds 6,698 restricted stock units directly. This total reflects the addition of 2,467 units granted at $0.00 per unit, as disclosed in the filing’s post-transaction ownership line for derivative securities.

What performance metrics affect Todd J. Rinke’s WMB restricted stock units?

Vesting is tied to return on capital employed and available funds from operations per share, each weighted at 50 percent. Relative total shareholder return serves as a performance modifier that can increase or decrease results by up to 25 percent, affecting the final payout level.

Why were Todd J. Rinke’s 2023 performance-based RSUs at WMB adjusted?

The filing states the adjustment reflects performance greater than target under the 2023 performance-based RSU grant agreement. Because performance exceeded predetermined targets, the number of restricted stock units credited to him increased relative to the original target award.

What is the potential payout range for Todd J. Rinke’s WMB restricted stock units?

The final payout can range from 0% to 200% of the reported number of restricted stock units. This depends on the company meeting performance requirements and the Compensation and Management Development Committee certifying results under the performance-based award structure.

Does this WMB Form 4 indicate immediate cash compensation for Todd J. Rinke?

No, it reflects a stock-based award of restricted stock units with a grant price of $0.00 per unit. Any eventual value depends on future vesting, company performance against set metrics, and the Compensation and Management Development Committee’s certification of results.