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Williams Companies (WMB) CEO logs RSU vesting and share withholding for taxes

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

Rhea-AI Filing Summary

Williams Companies President and CEO Chad J. Zamarin reported equity award activity tied to a 2023 restricted stock unit grant. On February 23, 2026, he acquired 73,880 shares of common stock through the exercise and vesting of performance-based RSUs certified above target. On the same date, the company withheld 32,418 shares from this vesting and 21,184 shares from a prior time-based RSU grant to cover his tax obligations, reducing the net shares added to his direct holdings. After these transactions, he directly owned 730,837 shares of common stock.

Positive

  • None.

Negative

  • None.

Insights

CEO’s Form 4 shows routine RSU vesting with tax-share withholding, not open-market trading.

The transactions reflect performance-based and time-based RSU grants from 2023 reaching a vesting point. 73,880 common shares were issued upon conversion of performance RSUs after the compensation committee certified above-target performance.

To satisfy tax liabilities, 32,418 shares from that grant and 21,184 shares from an earlier time-based RSU grant were withheld by the company at $72.98 per share. These are non-market, administrative dispositions and do not represent discretionary buying or selling of shares by the CEO.

Following these equity award-related movements, the CEO’s direct holdings increased to 730,837 common shares. Future vesting of remaining performance-based RSUs will depend on the company meeting three‑year financial performance measures as described in the award terms.

Insider Zamarin Chad J.
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 73,880 $0.00 --
Exercise Common Stock 73,880 $72.98 $5.39M
Tax Withholding Common Stock 32,418 $72.98 $2.37M
Tax Withholding Common Stock 21,184 $72.98 $1.55M
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 784,439 shares (Direct)
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. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
02/23/2026
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 73,880 A $72.98 784,439 D
Common Stock 02/23/2026 02/23/2026 F 32,418(2) D $72.98 752,021 D
Common Stock 02/23/2026 02/23/2026 F 21,184(3) D $72.98 730,837 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 73,880 02/23/2026 02/23/2026 Common Stock 73,880 $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:
Marium Hannon, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did WILLIAMS COMPANIES (WMB) CEO Chad J. Zamarin report?

Chad J. Zamarin reported vesting of performance-based restricted stock units converting into 73,880 common shares, plus company withholding of 32,418 and 21,184 shares to cover tax liabilities on two RSU grants, all on February 23, 2026.

Were the WMB CEO’s February 2026 Form 4 transactions open-market stock sales or purchases?

The transactions were not open-market trades. They involved RSU vesting and company share withholding to satisfy tax obligations. Code M reflects derivative conversion, and code F reflects payment of tax liability by delivering or withholding company shares, not discretionary selling.

How many Williams Companies (WMB) shares does the CEO own after these Form 4 transactions?

After the reported RSU vesting and tax-share withholding, President and CEO Chad J. Zamarin directly owns 730,837 shares of Williams Companies common stock. This figure reflects his updated direct beneficial ownership following all transactions reported on February 23, 2026.

What triggered the 73,880-share RSU vesting reported by WMB’s CEO?

The 73,880-share vesting came from a 2023 performance-based RSU grant. Vesting followed certification by the Compensation and Management Development Committee that performance exceeded target levels, which increased the payout relative to the initial target award size.

Why did Williams Companies withhold shares from the CEO’s vested RSUs?

Williams Companies withheld 32,418 shares from the performance-based RSU vesting and 21,184 shares from a 2023 time-based RSU grant to cover Chad J. Zamarin’s tax withholdings. This method satisfies tax obligations without requiring separate cash payments by the executive.

How do WMB performance-based RSUs described in the Form 4 determine payout levels?

The performance-based RSUs vest based on three-year financial performance metrics, as certified by the Compensation and Management Development Committee. The filing notes that payouts can range from 0 percent to 200 percent of the originally awarded units, depending on results.