Williams-Sonoma (NYSE: WSM) CAO converts RSUs; 883 shares withheld for taxes

Rhea-AI Filing Summary

Williams-Sonoma’s Chief Accounting Officer Jeremy Brooks reported equity compensation activity involving restricted stock units and common stock. On March 21–22, 2026, he exercised restricted stock units into 2,458 shares of common stock, with no cash exercise price.

To cover tax obligations tied to these vestings, 883 shares of common stock were withheld at $178.42 per share, classified as tax-withholding dispositions rather than open-market sales. After these transactions, Brooks directly holds 10,616 shares of common stock and indirectly holds 247 shares through the Williams-Sonoma, Inc. Stock Fund in the company’s 401(k) plan, based on a statement dated 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^*

Brooks Jeremy

(Last) (First) (Middle)

3250 VAN NESS AVE.

(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)
	CHIEF ACCOUNTING OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2026

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		610	A	$0	9,651	D
Common Stock	03/21/2026		F		219(1)	D	$178.42	9,432	D
Common Stock	03/21/2026		M		1,050	A	$0	10,482	D
Common Stock	03/21/2026		F		377(1)	D	$178.42	10,105	D
Common Stock	03/22/2026		M		798	A	$0	10,903	D
Common Stock	03/22/2026		F		287(1)	D	$178.42	10,616	D
Common Stock								247	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)	03/21/2026		M			610	(4)	(5)	Common Stock	610	$0	0	D
Restricted Stock Units	(3)	03/21/2026		M			1,050	(6)	(5)	Common Stock	1,050	$0	1,050	D
Restricted Stock Units	(3)	03/22/2026		M			798	(7)	(5)	Common Stock	798	$0	1,596	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. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2023, 2024, 2025 and 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 2024, 2025, 2026 and 2027.

7. 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, Attorney-in-Fact for Jeremy Brooks	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 INC (WSM) insider Jeremy Brooks report on this Form 4?

Jeremy Brooks reported vesting and exercise of restricted stock units into 2,458 shares of WSM common stock. These are compensation-related equity awards rather than open-market purchases, reflecting scheduled conversions of stock-based pay into actual shares.

Did the WSM insider sell shares in the open market in this Form 4?

No open-market sales were reported. Instead, 883 shares of WSM common stock were withheld at $178.42 per share to satisfy tax withholding obligations associated with restricted stock unit vesting, classified as tax-withholding dispositions rather than discretionary sales.

How many WSM shares does Jeremy Brooks hold after these transactions?

Following the reported transactions, Jeremy Brooks directly holds 10,616 shares of WSM common stock. He also indirectly holds 247 shares through the Williams-Sonoma, Inc. Stock Fund in the company’s 401(k) plan, based on a statement dated March 22, 2026.

What price was used for the WSM tax-withholding share dispositions?

The tax-withholding dispositions used a share value of $178.42 per WSM share. In total, 883 shares were withheld at this price to cover tax liabilities triggered by restricted stock unit vesting, with no indication of open-market selling activity.

What type of awards were involved in this WSM Form 4 filing?

The filing centers on restricted stock units, each representing a contingent right to receive one share of WSM common stock. These units vested according to multi-year schedules and were converted into common shares, with some shares withheld for taxes at vesting.

How do the WSM restricted stock units vest for Jeremy Brooks?

The restricted stock units vest in four equal installments on each anniversary of their respective grant dates in 2023–2026, 2024–2027, and 2025–2028. Upon vesting, units are cancelled and shares of WSM common stock are delivered in their place.