Williams (NYSE: WMB) VP converts RSUs and withholds shares for tax obligations

Rhea-AI Filing Summary

Williams Companies VP and Chief Accounting Officer Mary A. Hausman reported equity compensation activity tied to a 2023 restricted stock unit grant. She exercised 8,559 restricted stock units into 8,559 shares of common stock at a stated price of $72.98 per share and ended with 27,337.041 common shares held directly. Two separate dispositions of 3,422 and 3,425 common shares were made as share withholding to cover tax obligations on both performance-based and time-based RSU vesting, rather than open-market sales.

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)
02/23/2026

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		8,559	A	$72.98	34,184.041	D
Common Stock	02/23/2026	02/23/2026	F		3,422(2)	D	$72.98	30,762.041	D
Common Stock	02/23/2026	02/23/2026	F		3,425(3)	D	$72.98	27,337.041	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		8,559	02/23/2026	02/23/2026	Common Stock	8,559	$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	02/24/2026
	** 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).
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FAQ

What insider transactions did WMB executive Mary Hausman report on this Form 4?

Mary A. Hausman reported RSU-related equity transactions. She exercised 8,559 restricted stock units into 8,559 Williams Companies common shares, then had shares withheld in two blocks of 3,422 and 3,425 to satisfy tax obligations associated with performance-based and time-based RSU vesting.

Were the WMB Form 4 transactions open-market buys or sells of stock?

The transactions were not open-market trades. They reflect an exercise or conversion of 8,559 restricted stock units into common stock and two tax-withholding dispositions, where 3,422 and 3,425 shares were withheld by the issuer to cover the reporting person’s tax liabilities.

How many WMB shares does Mary Hausman hold after these Form 4 transactions?

After completing the RSU conversion and related tax-withholding dispositions, Mary A. Hausman directly holds 27,337.041 shares of Williams Companies common stock. This figure reflects the net position after 8,559 shares were issued and 6,847 shares were withheld for tax purposes.

What type of equity awards were involved in the WMB Form 4 for Mary Hausman?

The filing involves performance-based and time-based restricted stock units. 8,559 units vested under a 2023 performance-based RSU grant, and additional shares were linked to a 2023 time-based RSU grant, with vesting and payout governed by grant agreements and committee certification of performance metrics.

Why were some WMB shares disposed of in Mary Hausman’s Form 4?

Shares were disposed of to satisfy tax withholding obligations. The issuer withheld 3,422 shares from the performance-based RSU vesting and 3,425 shares from a 2023 time-based RSU grant, both at a stated price of $72.98 per share, to cover the reporting person’s tax liabilities.

How are the performance-based RSUs in the WMB Form 4 structured?

The performance-based restricted stock units vest based on three-year performance measures for specified financial metrics. Vesting is subject to the grant agreement and committee certification, and the payout can range from 0 percent to 200 percent of the originally awarded number of units.