Williams-Sonoma (WSM) EVP gains shares as RSUs vest and taxes withheld

Rhea-AI Filing Summary

Williams-Sonoma EVP General Counsel David Randolph King reported routine equity compensation activity involving restricted stock units and related tax withholding. On March 20, 2026, he received a grant of 23,376 restricted stock units, each representing one share of common stock.

On March 21–22, 2026, multiple restricted stock unit awards vested and were converted into common stock, classified as derivative exercises. In connection with these vestings, a total of 15,756 shares of common stock were withheld at $178.42 per share to cover tax obligations, which is not an open-market sale.

After these transactions, King directly holds 115,420 shares of Williams-Sonoma common stock. Footnotes also indicate an additional 476 shares held indirectly in the Williams-Sonoma Stock Fund under the company 401(k) Plan as of March 22, 2026.

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^*

King David Randolph

(Last) (First) (Middle)

3250 VAN NESS AVENUE

(Street)

SAN FRANCISCO CALIFORNIA 94109

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WILLIAMS SONOMA INC [ WSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP GENERAL COUNSEL

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/21/2026		M		23,376	A	$0	121,936	D
Common Stock	03/21/2026		F		11,053(1)	D	$178.42	110,883	D
Common Stock	03/21/2026		M		4,264	A	$0	115,147	D
Common Stock	03/21/2026		F		2,170(1)	D	$178.42	112,977	D
Common Stock	03/21/2026		M		3,778	A	$0	116,755	D
Common Stock	03/21/2026		F		1,923(1)	D	$178.42	114,832	D
Common Stock	03/22/2026		M		1,198	A	$0	116,030	D
Common Stock	03/22/2026		F		610(1)	D	$178.42	115,420	D
Common Stock								476	I	By Managed Account(2)

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	(3)	03/20/2026		A		23,376		(4)	(5)	Common Stock	23,376	$0	23,376	D
Restricted Stock Units	(3)	03/21/2026		M			23,376	(4)	(5)	Common Stock	23,376	$0	0	D
Restricted Stock Units	(3)	03/21/2026		M			4,264	(6)	(5)	Common Stock	4,264	$0	0	D
Restricted Stock Units	(3)	03/21/2026		M			3,778	(7)	(5)	Common Stock	3,778	$0	3,780	D
Restricted Stock Units	(3)	03/22/2026		M			1,198	(8)	(5)	Common Stock	1,198	$0	2,396	D

Explanation of Responses:

1. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.

2. Represents the number of shares held by the reporting person in the Williams-Sonoma, Inc. Stock Fund under the Williams-Sonoma, Inc. 401(k) Plan, based on a statement dated March 22, 2026.

3. Each restricted stock unit represents a contingent right to receive one share of WSM common stock.

4. Represents restricted stock units granted on March 21, 2023, which reflect the satisfaction of performance metrics. The restricted stock units were also subject to a continued service condition, which was satisfied on March 21, 2026.

5. The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.

6. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2023, 2024, 2025 and 2026.

7. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2024, 2025, 2026 and 2027.

8. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2025, 2026, 2027 and 2028.

	/s/ David R. King	03/24/2026
	** 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).
** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Williams-Sonoma (WSM) EVP David Randolph King report on this Form 4?

He reported routine equity compensation activity, including vesting of restricted stock units into common stock and related tax-withholding share dispositions, rather than open-market purchases or sales. The filing reflects compensation events and associated share withholding to satisfy tax obligations.

How many restricted stock units did the Williams-Sonoma EVP receive in the latest grant?

He received a grant of 23,376 restricted stock units on March 20, 2026. Each restricted stock unit represents a contingent right to receive one share of Williams-Sonoma common stock, subject to the vesting schedule and service conditions described in the footnotes.

How many Williams-Sonoma shares were withheld to cover taxes on the vested units?

A total of 15,756 shares of Williams-Sonoma common stock were withheld to cover tax obligations upon vesting, at a price of $178.42 per share. These F-code transactions are tax-withholding dispositions, not open-market sales by the executive.

What are David Randolph King’s Williams-Sonoma share holdings after these transactions?

Following the reported transactions, he directly holds 115,420 shares of Williams-Sonoma common stock. Footnotes also state that 476 additional shares are held indirectly in the Williams-Sonoma Stock Fund under the company’s 401(k) Plan as of March 22, 2026.

Were any of the Williams-Sonoma EVP’s transactions open-market buys or sells?

No open-market purchases or sales were reported. The transactions consist of restricted stock unit grants, derivative exercises converting units into common stock, and F-code share dispositions used solely to satisfy tax withholding obligations tied to those vesting events.

How do the vesting terms of the Williams-Sonoma restricted stock units work?

The footnotes explain that the restricted stock units generally vest in four equal annual installments following the grant date. Some units also reflect satisfaction of performance metrics plus a continued service condition that was met on March 21, 2026, triggering vesting and share delivery.