Performance-based RSU adjustment lifts WMB (NYSE: WMB) GC’s holdings

Rhea-AI Filing Summary

Williams Companies SVP & General Counsel Terrance Lane Wilson reported acquiring 16,325 restricted stock units at no cost, bringing his directly owned RSUs to 44,327 units.

The units relate to a 2023 performance-based RSU grant, adjusted upward after performance exceeded target, with final payout ranging from 0% to 200% of the awarded units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wilson Terrance Lane

Role SVP & General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	16,325	$0.00	--

Holdings After Transaction: Restricted Stock Units — 44,327 shares (Direct)

Footnotes (1)

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. Represents an adjustment to the restricted stock units awarded pursuant to the 2023 performance-based RSU grant agreement resulting from performance greater than target.

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^*

Wilson Terrance Lane

(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)
	SVP & General Counsel

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		16,325(2)		02/23/2026	02/23/2026	Common Stock	16,325	$0	44,327	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:

	Cheryl L. Mahon, 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 WMB report for Terrance Lane Wilson?

WILLIAMS COMPANIES, INC. reported that SVP & General Counsel Terrance Lane Wilson acquired 16,325 restricted stock units at a price of $0.00 per unit, increasing his directly held RSUs to 44,327 following the transaction, according to the Form 4 data provided.

What type of security did the WMB executive receive in this Form 4?

The WMB executive received restricted stock units, a form of equity-based compensation. These RSUs are performance-based and tied to specific financial and shareholder return metrics, rather than being purchased on the open market like common shares.

How are the WMB performance-based RSUs for Terrance Lane Wilson determined?

The RSU vesting depends on grant agreement terms and committee certification that performance goals are met. Return on capital employed and available funds from operations per share each carry 50% weight, with a relative total shareholder return modifier adjusting results by up to 25%.

What is the potential payout range for WMB’s performance-based RSUs?

The final payout for these performance-based restricted stock units can range from 0% to 200% of the awarded units. This range depends on whether Williams meets or exceeds predetermined financial and relative total shareholder return performance targets described in the award terms.

Why were Terrance Lane Wilson’s WMB RSUs adjusted in this filing?

The transaction represents an adjustment to RSUs awarded under the 2023 performance-based RSU grant agreement. The footnotes state the change resulted from company performance greater than target, leading to additional units being credited under the plan’s performance formula.

Does the WMB executive pay cash for these reported restricted stock units?

No cash was paid for these restricted stock units, as the transaction price per unit is listed as $0.00. The RSUs are granted as equity compensation tied to performance conditions rather than acquired through an open-market purchase.