Williams-Sonoma (NYSE: WSM) CFO logs RSU grant, vesting and tax withholding

Rhea-AI Filing Summary

Williams-Sonoma EVP and CFO Jeffrey Howie reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On March 20, 2026, he received a grant of 54,547 RSUs, each representing one share of common stock. On March 21–22, 2026, previously granted RSUs that had met performance and service conditions vested and were converted into 72,555 shares of common stock. To cover tax obligations on these vestings, 39,871 shares were withheld at a price of $178.42 per share, a non-market disposition. After these transactions, he held 66,822 shares of Williams-Sonoma common stock directly.

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^*

Howie Jeffrey

(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 FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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		54,547	A	$0	88,685	D
Common Stock	03/21/2026		F		29,974(1)	D	$178.42	58,711	D
Common Stock	03/21/2026		M		6,396	A	$0	65,107	D
Common Stock	03/21/2026		F		3,515(1)	D	$178.42	61,592	D
Common Stock	03/21/2026		M		8,818	A	$0	70,410	D
Common Stock	03/21/2026		F		4,846(1)	D	$178.42	65,564	D
Common Stock	03/22/2026		M		2,794	A	$0	68,358	D
Common Stock	03/22/2026		F		1,536(1)	D	$178.42	66,822	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)	03/20/2026		A		54,547		(3)	(4)	Common Stock	54,547	$0	54,547	D
Restricted Stock Units	(2)	03/21/2026		M			54,547	(3)	(4)	Common Stock	54,547	$0	0	D
Restricted Stock Units	(2)	03/21/2026		M			6,396	(5)	(4)	Common Stock	6,396	$0	0	D
Restricted Stock Units	(2)	03/21/2026		M			8,818	(6)	(4)	Common Stock	8,818	$0	8,818	D
Restricted Stock Units	(2)	03/22/2026		M			2,794	(7)	(4)	Common Stock	2,794	$0	5,588	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. Represents restricted stock units granted on March 21, 2023, which reflect the satisfaction of performance metrics. The restricted stock units were also subject to a continued service condition, which was satisfied on March 21, 2026.

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

5. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2023, 2024, 2025 and 2026.

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 Jeffrey Howie	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 insider transactions did WSM CFO Jeffrey Howie report on this Form 4?

Jeffrey Howie reported RSU vesting and related share activity, not open-market trading. Previously granted restricted stock units converted into common shares, and a portion of those shares was withheld to satisfy tax obligations associated with the vesting events.

How many Williams-Sonoma (WSM) RSUs were granted to the CFO?

The CFO received a grant of 54,547 restricted stock units. Each RSU represents a contingent right to receive one share of Williams-Sonoma common stock, subject to time-based vesting in four equal installments over the 2025–2028 anniversaries.

How many Williams-Sonoma shares vested for the CFO in March 2026?

Previously granted RSUs vested and were converted into 72,555 shares of Williams-Sonoma common stock. These vestings reflected satisfaction of performance metrics and continued service conditions through March 21, 2026, as described in the accompanying footnotes.

Were any of the WSM CFO’s shares sold on the open market?

No open-market sales were reported. The Form 4 shows 39,871 shares classified under code F, which indicates shares were withheld by the company to cover tax withholding obligations on RSU vesting, rather than discretionary market sales.

How many Williams-Sonoma shares does the CFO hold after these transactions?

Following the reported RSU vesting and tax withholding, Jeffrey Howie directly holds 66,822 shares of Williams-Sonoma common stock. This figure reflects his position after all March 2026 equity compensation-related transactions disclosed in the Form 4.

What do the performance-based RSUs for WSM’s CFO represent?

The performance-based RSUs granted on March 21, 2023 reflect achieved metrics plus a service condition. Footnotes explain they vested after performance goals were met and continued employment through March 21, 2026, then converted into shares and were cancelled upon delivery.