Williams Companies (WMB) CEO awarded 27,209 performance-based RSUs

Rhea-AI Filing Summary

Williams Companies, Inc. reported that President and CEO Chad J. Zamarin acquired 27,209 restricted stock units (RSUs) as a grant or award. These RSUs adjust a 2023 performance-based grant because company performance exceeded target levels.

The footnotes explain that vesting depends on meeting performance requirements certified by the Compensation and Management Development Committee. Return on capital employed and available funds from operations per share each carry a 50% weight, with relative total shareholder return used as a modifier. After this award, Zamarin directly holds 73,880 RSUs.

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^*

Zamarin Chad 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		27,209(2)		02/23/2026	02/23/2026	Common Stock	27,209	$0	73,880	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 0 percent to 200 percent of the awarded 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 insider transaction did WILLIAMS COMPANIES, INC. (WMB) report for Chad J. Zamarin?

Williams Companies reported that President and CEO Chad J. Zamarin received a grant of 27,209 restricted stock units. The transaction is categorized as a grant or award acquisition, increasing his directly held RSUs to a total of 73,880 units after the transaction.

Is the Form 4 transaction for WMB a purchase or sale of Williams stock?

The Form 4 transaction is an acquisition of restricted stock units through a grant, not an open-market purchase or sale. It reflects performance-based equity compensation awarded to President and CEO Chad J. Zamarin rather than a cash transaction in Williams Companies shares.

How many restricted stock units does WMB CEO Chad J. Zamarin hold after this award?

After the reported grant, Chad J. Zamarin holds a total of 73,880 restricted stock units. This total includes the newly awarded 27,209 units, which were added as an adjustment to his 2023 performance-based RSU grant based on company results.

What performance measures determine vesting of Chad J. Zamarin’s Williams RSUs?

Vesting is subject to performance certified by the Compensation and Management Development Committee. Return on capital employed and available funds from operations per share each have 50% weight, while relative total shareholder return can modify results by up to 25% versus predetermined targets.

Why did Williams adjust Chad J. Zamarin’s 2023 performance-based RSU grant?

The new 27,209 restricted stock units represent an adjustment to the 2023 performance-based RSU grant. Footnotes state the adjustment results from performance greater than target, leading to an increased number of units awarded under the grant agreement’s terms.

What is the potential payout range for Williams’ performance-based RSU award to its CEO?

The final payout for the performance-based restricted stock units can range from 0% to 200% of the awarded units. Relative total shareholder return can further increase or decrease the calculated result by up to 25%, depending on performance versus predetermined targets.