Williams-Sonoma (NYSE: WSM) EVP gains shares through RSU vesting and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Williams-Sonoma EVP and General Counsel David Randolph King reported routine equity compensation activity tied to restricted stock units (RSUs). On April 4, 2026, 1,350 RSUs converted into an equal number of shares of common stock, reflecting vesting of a portion of his RSU grant.

Of these shares, 687 shares were withheld at $180.17 per share to cover tax obligations, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, he directly held 116,083 shares of common stock and indirectly held 476 shares through a Williams-Sonoma, Inc. 401(k) Plan managed account. Footnotes note that each RSU converts into one common share, vests in four equal installments from 2026 to 2029, and is cancelled as shares are delivered.

Insider Trade Summary

1,350 shares exercised/converted

Mixed 4 txns

Insider King David Randolph

Role EVP GENERAL COUNSEL

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,350	$0.00	--
Exercise	Common Stock	1,350	$0.00	--
Tax Withholding	Common Stock	687	$180.17	$124K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 4,051 shares (Direct); Common Stock — 116,770 shares (Direct); Common Stock — 476 shares (Indirect, By Managed Account)

Footnotes (1)

Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations. 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 April 4, 2026. Each restricted stock unit represents a contingent right to receive one share of WSM common stock. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2026, 2027, 2028 and 2029. The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.

Key Figures

RSUs converted: 1,350 units/shares Shares withheld for taxes: 687 shares at $180.17 Direct holdings after transaction: 116,083 shares +2 more

5 metrics

RSUs converted 1,350 units/shares Restricted stock units converting into common stock on April 4, 2026

Shares withheld for taxes 687 shares at $180.17 Tax-withholding disposition tied to RSU vesting

Direct holdings after transaction 116,083 shares Common stock directly owned following April 4, 2026 transactions

Indirect 401(k) holdings 476 shares Shares in Williams-Sonoma, Inc. Stock Fund under 401(k) Plan as of April 4, 2026

RSU-to-share ratio 1 RSU : 1 share Each restricted stock unit represents a contingent right to one common share

Key Terms

Restricted Stock Units, tax withholding obligations, Williams-Sonoma, Inc. 401(k) Plan, Managed Account, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

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

Williams-Sonoma, Inc. 401(k) Plan financial

"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 April 4, 2026."

Managed Account financial

"Common Stock held indirectly with nature of ownership described as By Managed Account."

contingent right financial

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

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 06:21 PM

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^*

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)
04/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/04/2026		M		1,350	A	$0	116,770	D
Common Stock	04/04/2026		F		687⁽¹⁾	D	$180.17	116,083	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/04/2026		M			1,350	⁽⁴⁾	⁽⁵⁾	Common Stock	1,350	$0	4,051	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 April 4, 2026.

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

4. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2026, 2027, 2028 and 2029.

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

	/s/ David R. King	04/07/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Williams-Sonoma (WSM) report for David Randolph King?

Williams-Sonoma reported that EVP and General Counsel David Randolph King had 1,350 restricted stock units vest and convert into common shares. A portion of those shares was then withheld to cover tax obligations, reflecting routine equity compensation rather than an open-market stock purchase or sale.

How many Williams-Sonoma shares did David Randolph King acquire through RSU vesting?

David Randolph King acquired 1,350 Williams-Sonoma common shares when his restricted stock units vested. Each RSU represents a contingent right to receive one common share, so vesting directly increased his shareholdings before any shares were withheld to satisfy tax obligations.

How many Williams-Sonoma shares were withheld to cover taxes in this Form 4?

In this Form 4, 687 Williams-Sonoma common shares were withheld at $180.17 per share to cover tax withholding obligations. This F-code transaction is a tax-related disposition, not an open-market sale, and is commonly associated with equity awards vesting for senior executives.

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

Following the reported transactions, David Randolph King directly held 116,083 Williams-Sonoma common shares. He also indirectly held 476 additional shares in the Williams-Sonoma, Inc. Stock Fund within the company’s 401(k) Plan, based on an account statement dated April 4, 2026.

How do the restricted stock units for WSM’s EVP vest over time?

The restricted stock units vest in four equal installments on each anniversary of the grant date in 2026, 2027, 2028, and 2029. Upon each vesting, RSUs convert into Williams-Sonoma common shares and the corresponding RSUs are cancelled as the shares are delivered to the executive.

Does this Williams-Sonoma Form 4 show any open-market buying or selling?

The Form 4 shows derivative exercises and tax withholding but no open-market buying or selling. RSUs converted into common shares, and some of those shares were withheld to pay taxes, which is a standard, non-market mechanism associated with executive equity compensation.