Williams SVP exercises RSUs, covers tax with stock

Williams Companies Senior Vice President Fazel Payvand reported equity award activity involving restricted stock units and common stock.

Rhea-AI Filing Summary

Williams Companies Senior Vice President Fazel Payvand reported equity award activity involving restricted stock units and common stock. On vesting of a 2023 performance-based RSU grant, 6,403 units were converted into 6,403 shares of common stock at $72.98 per share.

A portion of these shares, along with shares from a 2023 time-based RSU grant, was withheld by Williams to cover Payvand’s tax obligations, with 2,905 shares and 2,754 shares delivered back to the issuer for this purpose. After these tax-withholding dispositions, Payvand directly owns 30,491 shares of Williams common stock.

Insider Trade Summary

6,403 shares exercised/converted

Exercise 4 txns

Insider Fazel Payvand

Role Senior Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,403	$0.00	$0.00
Exercise	Common Stock	6,403	$72.98	$467K
Exercise Price or Tax Liability	Common Stock	2,905	$72.98	$212K
Exercise Price or Tax Liability	Common Stock	2,754	$72.98	$201K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 30,491 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.

FAQ

What insider transaction did WMB Senior Vice President Fazel Payvand report?

Fazel Payvand reported vesting and conversion of 6,403 performance-based restricted stock units into Williams Companies common shares. Some of the resulting shares were then delivered back to Williams to satisfy his tax withholding obligations associated with these and prior time-based RSU awards.

How many Williams (WMB) shares did Fazel Payvand acquire through RSU vesting?

Payvand acquired 6,403 Williams common shares upon the exercise and conversion of performance-based restricted stock units granted in 2023. These shares vested after the Compensation and Management Development Committee certified performance above target under the applicable grant agreement and related performance metrics.

Were any of Fazel Payvand’s WMB shares sold on the open market?

The reported share dispositions were for tax withholding, not open-market sales. Williams withheld 2,905 shares and 2,754 shares to cover Payvand’s tax liabilities tied to the vesting of 2023 performance-based and time-based restricted stock unit awards under previously disclosed equity compensation arrangements.

What is Fazel Payvand’s Williams (WMB) common stock ownership after these transactions?

After the RSU conversion and related tax-withholding share deliveries, Payvand directly owns 30,491 Williams common shares. This figure reflects his updated direct holdings following the vesting of 2023 performance-based RSUs and the issuer’s share withholding to satisfy associated tax obligations.

What type of Williams (WMB) equity awards were involved in this Form 4 filing?

The filing involves performance-based restricted stock units from a 2023 grant and a separate 2023 time-based restricted stock unit award. The performance-based RSUs vest based on three-year financial metrics, with potential payout ranging from 0% to 200% of the originally awarded units.

How was performance measured for Fazel Payvand’s 2023 performance-based RSUs at Williams (WMB)?

Performance for the 2023 performance-based RSUs was certified by Williams’ Compensation and Management Development Committee. Vesting depends on three-year financial performance metrics, not solely on stock price, and can result in a payout between 0% and 200% of the awarded restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/25/2026 - 04:28 PM Learn about SEC filing dates

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^*

Fazel Payvand

(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)
02/23/2026

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		6,403	A	$72.98	36,150	D
Common Stock	02/23/2026	02/23/2026	F		2,905(2)	D	$72.98	33,245	D
Common Stock	02/23/2026	02/23/2026	F		2,754(3)	D	$72.98	30,491	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		6,403	02/23/2026	02/23/2026	Common Stock	6,403	$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.