Williams’ Armstrong awarded 108,836 performance RSUs

WILLIAMS COMPANIES, INC. director Alan S. Armstrong reported an acquisition of 108,836 restricted stock units on February 18, 2026, recorded at a price of $0.00 per unit.

Rhea-AI Filing Summary

WILLIAMS COMPANIES, INC. director Alan S. Armstrong reported an acquisition of 108,836 restricted stock units on February 18, 2026, recorded at a price of $0.00 per unit. Following this grant or adjustment, his directly held restricted stock units total 295,519.

The filing explains that these performance-based units vest only if a committee certifies that the company meets required goals. Return on capital employed and available funds from operations per share are each weighted at 50% against predetermined targets, with relative total shareholder return serving as a modifier. Depending on performance, the final payout can range from 0% to 200% of the awarded units.

Insider Trade Summary

Grant/Award: 108,836 shares

Grant/Award 1 txn

Insider ARMSTRONG ALAN S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	108,836	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 295,519 contracts (Direct)

Footnotes (2)

1. F1. 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. F2. Represents an adjustment to the restricted stock units awarded pursuant to the 2023 performance-based RSU grant agreement resulting from performance greater than target.

FAQ

What insider transaction did WILLIAMS COMPANIES (WMB) report for Alan S. Armstrong?

WILLIAMS COMPANIES reported that director Alan S. Armstrong acquired 108,836 restricted stock units. The transaction was recorded at $0.00 per unit and reflects a grant or adjustment under a performance-based restricted stock unit program tied to 2023 results.

How many restricted stock units does Alan S. Armstrong hold after this WMB Form 4 filing?

After the reported transaction, Alan S. Armstrong directly holds 295,519 restricted stock units. This total includes the 108,836 units acquired in the latest performance-based adjustment described, which is linked to the company’s 2023 performance-based restricted stock unit grant agreement.

What performance metrics determine payout for Alan S. Armstrong’s WMB restricted stock units?

The payout is driven by return on capital employed and available funds from operations per share, each weighted 50% against predetermined targets. Relative total shareholder return then acts as a performance modifier, potentially increasing or decreasing the calculated result by up to 25% based on outcomes.

What is the potential payout range for WMB’s performance-based restricted stock units reported in this filing?

The filing states that the final potential payout can range from 0% to 200% of the awarded number of restricted stock units. This range depends on company performance versus targets and the impact of the relative total shareholder return performance modifier described.

Why were Alan S. Armstrong’s WMB restricted stock units adjusted in this Form 4?

The adjustment represents a change to restricted stock units awarded under the 2023 performance-based RSU grant agreement. It resulted from company performance greater than target, as described, leading to the 108,836-unit acquisition recorded in this insider transaction.

What conditions must be met for Alan S. Armstrong’s WMB restricted stock units to vest?

Vesting is subject to the applicable grant agreement and certification by the Compensation and Management Development Committee. That committee must confirm the company has met the required performance criteria before the performance-based restricted stock units can fully vest and be paid out.

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Accepted by SEC EDGAR 02/20/2026 - 11:10 AM 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^*

ARMSTRONG ALAN S

(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
	Officer (give title below)		Other (specify below)

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		108,836(2)		02/23/2026	02/23/2026	Common Stock	108,836	$0	295,519	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.