Williams-Sonoma Insider Adds Minor Equity via Retainer Stock Grant

Rhea-AI Filing Summary

Williams-Sonoma, Inc. (WSM) – Form 4 filing: Independent director William J. Ready reported the receipt of 144 fully-vested common shares on 08/04/2025. The shares were issued at $0 cost under the company’s 2001 Long-Term Incentive Plan as part of the director’s annual cash retainer, which he elected to take in stock pursuant to the Director Compensation Policy. Following the grant, Ready’s direct ownership rises to 17,615 shares. No derivative securities were involved and there were no dispositions.

The transaction is compensation-related, not an open-market purchase, and represents a minor (<0.1%) addition relative to WSM’s ~66 m shares outstanding. Therefore, market impact is expected to be minimal, but the voluntary stock-in-lieu-of-cash election can be read as an alignment gesture with shareholders.

Positive

• Director elected equity over cash, signaling alignment with shareholder interests.
• Ownership stake increases to 17,615 shares, modestly enhancing insider skin-in-the-game.

Negative

• Grant is immaterial—144 shares represent an insignificant fraction of the float and offer little insight into insider sentiment.
• Transaction is compensation-driven, not open-market buying; therefore it carries limited signaling value.

Insights

Securities Analyst

TL;DR: Small compensation grant, neutral market impact.

This Form 4 shows a routine director compensation election: 144 shares valued at roughly $28k (based on WSM ~$195). The size is immaterial and does not signal material insider conviction because no cash was deployed. Still, choosing equity over cash modestly aligns incentives. No buying or selling pressure implied.

Corporate Governance Expert

TL;DR: Governance-friendly equity retainer conversion.

Issuing stock instead of cash for board fees reinforces shareholder alignment and conserves cash. The filing discloses compliance with Rule 10b5-1 and Section 16 guidelines. From a governance standpoint, it is positive, but quantitatively de minimis; thus overall impact on valuation and control is negligible.

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
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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^*

Ready William J

(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		144(1)	A	$0	17,615	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 William J. Ready	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).
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FAQ

How many WSM shares did director William J. Ready acquire?

He received 144 fully-vested common shares on 08/04/2025.

Was the transaction a market purchase or compensation grant?

It was a compensation grant taken instead of the cash portion of the annual director retainer.

What is the director's total WSM shareholding after the grant?

William J. Ready now directly owns 17,615 shares of Williams-Sonoma.

Does this Form 4 imply significant insider buying?

No. The number of shares is minor and issued at $0 cost, so the market impact is expected to be negligible.

Were any derivative securities involved in this filing?

No derivative securities were acquired or disposed; the filing only covers common shares.