Williams-Sonoma EVP exercises RSUs, shares withheld for tax

Williams-Sonoma EVP Chief Talent Officer Karalyn Yearout exercised restricted stock units that converted into 1,350 shares of common stock on April 4, 2026.

Rhea-AI Filing Summary

Williams-Sonoma EVP Chief Talent Officer Karalyn Yearout exercised restricted stock units that converted into 1,350 shares of common stock on April 4, 2026. These shares came from previously granted RSUs that each represent a right to receive one share of common stock.

To cover tax obligations at vesting, 687 of the common shares were withheld at a price of $180.17 per share, which is a tax-withholding disposition rather than an open-market sale. After these transactions, Yearout directly holds 25,618 shares of common stock and 4,051 restricted stock units that continue to vest in equal installments from 2026 through 2029.

Insider Trade Summary

1,350 shares exercised/converted

Exercise 3 txns

Insider Yearout Karalyn

Role EVP CHIEF TALENT OFFICER

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

Holdings After Transaction: Restricted Stock Units — 4,051 contracts (Direct); Common Stock — 25,618 shares (Direct)

Footnotes (4)

1. F1. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.
2. F2. Each restricted stock unit represents a contingent right to receive one share of WSM common stock.
3. F3. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2026, 2027, 2028 and 2029.
4. F4. The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.

Key Figures

RSUs exercised: 1,350 shares Shares withheld for taxes: 687 shares Tax withholding price: $180.17 per share +2 more

5 metrics

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

Shares withheld for taxes 687 shares Common stock withheld at $180.17 per share to cover tax obligations

Tax withholding price $180.17 per share Price applied to 687 withheld shares for tax-liability settlement

Common shares after transaction 25,618 shares Direct Williams-Sonoma common stock holdings following Form 4 transactions

RSUs remaining 4,051 units Restricted stock units outstanding after the reported vesting and conversion

Key Terms

Restricted Stock Units, tax withholding obligations, contingent right, vest in four equal installments, +1 more

5 terms

Restricted Stock Units financial

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

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."

contingent right financial

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

vest in four equal installments financial

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

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WILLIAMS SONOMA (WSM) executive Karalyn Yearout report in this Form 4?

Karalyn Yearout reported exercising restricted stock units into 1,350 Williams-Sonoma common shares. A portion of these shares was automatically withheld to satisfy tax obligations tied to the vesting event, reflecting a routine compensation-related transaction rather than an open-market stock trade.

How many WILLIAMS SONOMA (WSM) shares were withheld for taxes in this filing?

The filing shows 687 Williams-Sonoma common shares withheld at $180.17 per share for tax obligations. This is coded as a tax-withholding disposition, meaning the shares covered taxes due on vesting and were not sold by the executive on the open market.

How many WILLIAMS SONOMA (WSM) shares does Karalyn Yearout hold after these transactions?

After the reported transactions, Karalyn Yearout directly holds 25,618 Williams-Sonoma common shares. This position reflects her remaining equity stake following the RSU vesting and the automatic tax-withholding of a portion of the newly delivered shares on the same date.

What restricted stock unit (RSU) position remains for the WSM executive after this Form 4?

Following the RSU vesting, 4,051 restricted stock units remain credited to Karalyn Yearout. Each RSU represents a contingent right to receive one share of Williams-Sonoma common stock, vesting in four equal installments on anniversaries from 2026 through 2029.

Is the WILLIAMS SONOMA (WSM) Form 4 a sign of open-market buying or selling?

The Form 4 primarily reflects an RSU vesting and related tax-withholding, not open-market buying or selling. Shares were acquired through automatic conversion of restricted stock units, and some were withheld for taxes, which is standard for equity-based executive compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/07/2026 - 06:30 PM EDT Learn about SEC filing dates

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^*

Yearout Karalyn

(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)
	EVP CHIEF TALENT OFFICER

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/04/2026		M		1,350	A	$0	26,305	D
Common Stock	04/04/2026		F		687(1)	D	$180.17	25,618	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
Restricted Stock Units	(2)	04/04/2026		M			1,350	(3)	(4)	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. Each restricted stock unit represents a contingent right to receive one share of WSM common stock.

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

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

	/s/ David R. King, Attorney-in-Fact for Karalyn Yearout	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)