Williams Companies (WMB) COO reports RSU vesting and tax share withholdings

Rhea-AI Filing Summary

Williams Companies Executive Vice President & COO Larry C. Larsen reported equity award activity involving restricted stock units and common stock of WILLIAMS COMPANIES, INC.

On February 23, 2026, he exercised or converted 36,939 restricted stock units, receiving the same number of WMB common shares at a stated price of $72.98 per share. Following this conversion, his directly held common stock increased to 137,067 shares.

On the same date, the company withheld 16,256 shares and 10,592 shares of common stock at $72.98 per share to cover tax obligations tied to a 2023 performance-based RSU grant and a 2023 time-based restricted stock unit grant. After these tax-withholding dispositions, Larsen directly owned 110,219 shares of WMB common stock.

The filing notes that these performance-based RSUs vest according to a three-year performance period and require certification by the Compensation and Management Development Committee, with payout ranging from 0 percent to 200 percent of the awarded units depending on financial performance.

Insider Trade Summary

36,939 shares exercised/converted

Mixed 4 txns

Insider Larsen Larry C

Role Executive Vice President & COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	36,939	$0.00	--
Exercise	Common Stock	36,939	$72.98	$2.70M
Tax Withholding	Common Stock	16,256	$72.98	$1.19M
Tax Withholding	Common Stock	10,592	$72.98	$773K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 137,067 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

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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^*

Larsen Larry C

(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)
	Executive Vice President & COO

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		36,939	A	$72.98	137,067	D
Common Stock	02/23/2026	02/23/2026	F		16,256(2)	D	$72.98	120,811	D
Common Stock	02/23/2026	02/23/2026	F		10,592(3)	D	$72.98	110,219	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		36,939	02/23/2026	02/23/2026	Common Stock	36,939	$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).
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FAQ

What insider transactions did WMB executive Larry C. Larsen report on this Form 4?

Larry C. Larsen reported exercising 36,939 restricted stock units into Williams Companies (WMB) common stock, then having 16,256 and 10,592 shares withheld by the company to cover tax obligations related to 2023 performance-based and time-based equity awards.

How many Williams Companies (WMB) shares did Larry C. Larsen end up holding after these transactions?

After the equity award conversion and tax-withholding share dispositions, Larry C. Larsen directly owned 110,219 shares of Williams Companies (WMB) common stock, down from a post-conversion level of 137,067 shares before the company’s share withholdings for taxes.

Were Larry C. Larsen’s Williams Companies (WMB) Form 4 transactions open-market buys or sells?

The Form 4 shows no open-market buys or sells. It reports an exercise or conversion of 36,939 restricted stock units into WMB common stock and company share withholdings totaling 26,848 shares to satisfy Larsen’s tax liabilities on the 2023 equity awards.

What type of equity awards are involved in Larry C. Larsen’s WMB Form 4 filing?

The filing involves performance-based restricted stock units and time-based restricted stock units granted in 2023 by Williams Companies (WMB), which converted into 36,939 common shares and triggered tax-withholding share dispositions when vesting and performance certification conditions were met.

How is the performance-based RSU payout for WMB’s Larry C. Larsen determined?

The performance-based restricted stock units vest over a three-year period and require certification by Williams Companies’ Compensation and Management Development Committee. The payout can range from 0 percent to 200 percent of the awarded units based on specified financial performance metrics, not solely the stock price.

What price per share is referenced in Larry C. Larsen’s Williams Companies (WMB) Form 4 transactions?

The Form 4 references a price of $72.98 per share for the common stock transactions related to the 36,939-share RSU conversion and the 16,256 and 10,592 shares withheld by Williams Companies (WMB) to cover Larry C. Larsen’s associated tax obligations.