Williams-Sonoma Insider Grant: Huffington Receives 126 Shares at $0

Rhea-AI Filing Summary

Form 4 filing for Williams-Sonoma, Inc. (WSM) reports a routine equity grant to director Arianna Huffington.

• Date of transaction: 08/04/2025
• Security: Williams-Sonoma common stock
• Transaction code: A (acquisition)
• Shares acquired: 126 at $0 cost, issued under the 2001 Long-Term Incentive Plan in lieu of the cash portion of the annual board retainer
• Total shares now held: 1,499 (direct ownership)

No derivative securities were involved, and no sales were reported. The filing is signed by attorney-in-fact David R. King on 08/05/2025.

The low share count and compensation-in-kind nature make this event immaterial to WSM’s capital structure but it modestly increases director equity alignment.

Positive

• Director accepted equity instead of cash, marginally improving alignment with shareholders

Negative

• Immaterial size (126 shares) means the transaction offers limited insight into insider sentiment

Insights

Securities Analyst

TL;DR: Small, routine director stock grant; negligible impact on valuation or float.

The 126-share award represents an immaterial addition to WSM’s 68 M+ share base (≈0.0002%). Because the shares were taken instead of cash, there is no cash outflow effect, and dilution is de minimis. Such grants are part of the company’s standing director compensation plan and do not signal trading intent. I view the filing as neutral for investors.

Corporate Governance Expert

TL;DR: Stock-in-lieu choice slightly enhances board–shareholder alignment, otherwise routine.

Accepting equity rather than cash aligns Ms. Huffington’s incentives with shareholders, reflecting good governance practice. However, the share count is minor and unlikely to influence oversight behavior materially. No red flags or unusual terms appear. Overall governance impact is positive but not material.

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^*

Huffington Arianna

(Last) (First) (Middle)

3250 VAN NESS AVE.

(Street)

SAN FRANCISCO CA 94109

(City) (State) (Zip)

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

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)
08/04/2025

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	08/04/2025		A		126(1)	A	$0	1,499	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

Explanation of Responses:

1. The reporting person elected to receive these fully vested shares, which were granted under the Issuer's 2001 Long-Term Incentive Plan, pursuant to the Issuer's Director Compensation Policy (the "Policy"), in lieu of the cash portion of the annual retainers under the Policy.

	/s/ David R. King, Attorney-in-Fact for Arianna Huffington	08/05/2025
	** 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.
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FAQ

How many Williams-Sonoma (WSM) shares did Arianna Huffington acquire?

She received 126 common shares.

Was any cash paid for the shares in this Form 4?

No. The shares were granted at $0 cost under the director compensation policy.

What is Arianna Huffington’s total WSM ownership after the transaction?

Following the grant, she directly owns 1,499 shares.

Does the filing include any sales or derivative transactions?

No. Only an acquisition of common stock is reported; no derivatives were involved.

Why were the shares issued to the director?

They replace the cash portion of the annual board retainer per the company’s Long-Term Incentive Plan.