Williams (NYSE: WMB) CFO logs RSU vesting and tax-share withholdings

Rhea-AI Filing Summary

Williams Companies EVP & CFO John Dean Porter reported equity award activity involving performance-based and time-based restricted stock units. On 2026-02-23, 64,029 restricted stock units were exercised or converted into an equal number of shares of common stock at a transaction price of $72.98 per share, reflecting the vesting of a 2023 performance-based RSU grant that was certified above target.

To cover associated tax obligations, 28,139 shares from that vesting and 17,430 additional shares tied to a 2023 time-based RSU grant were withheld by the company as tax-withholding dispositions. After these transactions, Porter directly owned 246,567.06 shares of Williams Companies common stock.

Insider Trade Summary

Net Buyer: 18,460 shares

Net Buy 4 txns

Insider Porter John Dean

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	64,029	$0.00	$0.00
Exercise	Common Stock	64,029	$72.98	$4.67M
Exercise Price or Tax Liability	Common Stock	28,139	$72.98	$2.05M
Exercise Price or Tax Liability	Common Stock	17,430	$72.98	$1.27M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 246,567.06 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 04:33 PM Learn about SEC filing dates

FAQ

What did WMB EVP & CFO John Dean Porter report in this Form 4?

John Dean Porter reported vesting and conversion of restricted stock units into Williams Companies common stock, along with share withholdings to cover taxes. These entries reflect equity compensation mechanics, not open-market stock purchases or sales.

How many Williams Companies (WMB) shares were acquired through RSU conversion?

Porter acquired 64,029 shares of Williams Companies common stock through the exercise or conversion of restricted stock units at a transaction price of $72.98 per share. This vesting stems from a 2023 performance-based RSU grant certified above target.

How many WMB shares were withheld for taxes in this insider filing?

A total of 45,569 Williams Companies shares were withheld to satisfy tax obligations: 28,139 shares from the performance-based RSU vesting and 17,430 shares related to a 2023 time-based RSU grant previously reported on an as-owned basis.

What is John Dean Porter’s Williams Companies share ownership after these transactions?

After the reported vesting, conversion, and tax-withholding dispositions, John Dean Porter directly owned 246,567.06 shares of Williams Companies common stock. This figure reflects his updated direct holdings following all Form 4 transactions on February 23, 2026.

Were the reported WMB transactions open-market buys or sells?

The transactions involve RSU vesting, derivative exercises, and shares withheld for taxes, not open-market buying or selling. Codes M and F indicate derivative conversion and tax-withholding dispositions rather than discretionary trades on the open market.

What are performance-based RSUs mentioned in the WMB Form 4?

The performance-based RSUs vest only if Williams Companies meets three-year performance measures for certain financial metrics. The payout can range from 0% to 200% of the awarded units, based on Compensation and Management Development Committee certification.

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^*

Porter John Dean

(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)
	EVP & CFO

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		64,029	A	$72.98	292,136.06	D
Common Stock	02/23/2026	02/23/2026	F		28,139(2)	D	$72.98	263,997.06	D
Common Stock	02/23/2026	02/23/2026	F		17,430(3)	D	$72.98	246,567.06	D

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(4)	$0	02/23/2026		M	V		64,029	02/23/2026	02/23/2026	Common Stock	64,029	$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. 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.