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Large Williams (WMB) RSU vesting leads to share withholding for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Williams Companies director Alan S. Armstrong reported equity award activity in company stock. On February 23, 2026, he exercised 295,519 restricted stock units into an equal number of common shares at a stated price of $72.98 per share, tied to a 2023 performance-based RSU grant that vested at above-target levels. To cover tax obligations on these and a separate 2023 time-based RSU grant, the issuer withheld 129,633 and 53,462 common shares, both at $72.98 per share, as tax-withholding dispositions rather than open-market sales. After these transactions, he directly held 433,448 common shares, with additional indirect holdings of 29,888 shares held by a trust and 2,262,261 shares held by CCJG Investments, LLC.

Positive

  • None.

Negative

  • None.
Insider ARMSTRONG ALAN S
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units 295,519 $0.00 --
Exercise Common Stock 295,519 $72.98 $21.57M
Tax Withholding Common Stock 129,633 $72.98 $9.46M
Tax Withholding Common Stock 53,462 $72.98 $3.90M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 616,543 shares (Direct); Common Stock — 29,888 shares (Indirect, By Trust)
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.
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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*
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)
02/23/2026
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 295,519 A $72.98 616,543 D
Common Stock 02/23/2026 02/23/2026 F 129,633(2) D $72.98 486,910 D
Common Stock 02/23/2026 02/23/2026 F 53,462(3) D $72.98 433,448 D
Common Stock 29,888 I By Trust
Common Stock 2,262,261 I By CCJG Investments, LLC
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 295,519 02/23/2026 02/23/2026 Common Stock 295,519 $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:
Cheryl L. Mahon, 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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Alan S. Armstrong report in his latest Form 4 for WMB?

Alan S. Armstrong reported the vesting and exercise of 295,519 restricted stock units into common stock, plus related tax-withholding share dispositions. These transactions stem from 2023 performance-based and time-based RSU grants certified by the company’s Compensation and Management Development Committee.

How many Williams (WMB) RSUs did Alan S. Armstrong exercise?

He exercised 295,519 restricted stock units into an equal number of Williams common shares at a stated price of $72.98 per share. The RSUs relate to a 2023 performance-based grant with vesting based on financial metrics exceeding target levels.

Were Alan S. Armstrong’s WMB share dispositions open-market sales?

No, the dispositions were tax-withholding events. Williams withheld 129,633 and 53,462 common shares at $72.98 per share to satisfy Armstrong’s tax obligations on vesting RSUs, rather than selling shares in open-market transactions.

What are Alan S. Armstrong’s direct Williams (WMB) share holdings after these transactions?

Following the reported RSU exercise and tax-withholding dispositions, Alan S. Armstrong directly holds 433,448 shares of Williams common stock. This figure reflects his direct ownership position after the February 23, 2026 equity award–related activity.

What indirect Williams (WMB) holdings are associated with Alan S. Armstrong?

In addition to direct holdings, the filing lists 29,888 Williams common shares held by a trust and 2,262,261 shares held by CCJG Investments, LLC. These positions are reported as indirect ownership associated with Armstrong.

How were Williams’ 2023 performance-based RSUs for Alan S. Armstrong determined?

The 2023 performance-based RSUs vested based on three-year financial performance metrics, not solely on stock price. The company’s Compensation and Management Development Committee certified performance at greater than target, allowing a payout between 0% and 200% of the awarded units.