Williams (NYSE: WMB) CAO receives 3,152 performance-based RSUs

Rhea-AI Filing Summary

Williams Companies VP and Chief Accounting Officer Mary A. Hausman reported an acquisition of 3,152 restricted stock units (RSUs). These RSUs relate to a 2023 performance-based grant and were increased because company performance exceeded target.

The award vests under the grant agreement after the Compensation and Management Development Committee certifies that performance conditions are met. Metrics include return on capital employed and available funds from operations per share, each weighted 50%, with relative total shareholder return potentially adjusting the outcome by up to 25%. After this adjustment, Hausman holds 8,559 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

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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^*

Hausman Mary A.

(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)
	VP Chief Accounting Officer

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		3,152(2)		02/23/2026	02/23/2026	Common Stock	3,152	$0	8,559	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.
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FAQ

What insider transaction did WMB executive Mary A. Hausman report?

Mary A. Hausman reported receiving 3,152 restricted stock units tied to a 2023 performance-based grant. The adjustment reflects company performance above target, increasing her total RSU holdings to 8,559 units, subject to vesting and committee certification of performance results.

Why were additional RSUs granted to the Williams (WMB) Chief Accounting Officer?

The additional 3,152 RSUs represent an adjustment from the 2023 performance-based RSU grant due to performance greater than target. The award size is calibrated to company results under predefined financial and market metrics, as certified by the Compensation and Management Development Committee.

What performance metrics affect WMB’s 2023 performance-based RSUs?

The RSUs are driven by return on capital employed and available funds from operations per share, each weighted at 50%. Relative total shareholder return then acts as a performance modifier, which can increase or decrease the calculated payout result by up to 25% based on comparative shareholder performance.

What is the possible payout range on WMB’s performance-based RSUs?

The final payout on the 2023 performance-based restricted stock units can range from 0% to 200% of the awarded units. This depends on company performance versus predetermined targets and the impact of relative total shareholder return as a performance-based modifier.

How many restricted stock units does Mary A. Hausman hold after this transaction?

After the 3,152-unit performance adjustment, Mary A. Hausman beneficially owns 8,559 restricted stock units. These RSUs remain subject to vesting conditions and confirmation by the Compensation and Management Development Committee that all specified performance requirements have been achieved under the grant agreement.