Williams-Sonoma (NYSE: WSM) EVP vests RSUs, 10K shares withheld for taxes

Rhea-AI Filing Summary

Williams-Sonoma EVP Karalyn Yearout, the company’s Chief Talent Officer, reported a series of equity compensation events. On March 20, 2026, she received a grant of 14,611 restricted stock units (RSUs), each representing one share of common stock.

On March 21–22, 2026, previously granted RSUs vested and were converted into a total of 22,149 shares of common stock, reflecting satisfaction of performance metrics and service conditions. To cover tax withholding obligations, 10,430 shares were withheld at $178.42 per share, which is a non-market, tax-related disposition rather than an open-market sale.

After these transactions, Yearout directly held 24,955 shares of common stock and 3,674 RSUs that continue to vest in installments over future anniversaries of their grant dates.

Insider Trade Summary

22,149 shares exercised/converted

Mixed 13 txns

Insider Yearout Karalyn

Role EVP CHIEF TALENT OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,198	$0.00	--
Exercise	Common Stock	1,198	$0.00	--
Tax Withholding	Common Stock	610	$178.42	$109K
Exercise	Restricted Stock Units	14,611	$0.00	--
Exercise	Restricted Stock Units	2,666	$0.00	--
Exercise	Restricted Stock Units	3,674	$0.00	--
Exercise	Common Stock	14,611	$0.00	--
Tax Withholding	Common Stock	6,593	$178.42	$1.18M
Exercise	Common Stock	2,666	$0.00	--
Tax Withholding	Common Stock	1,357	$178.42	$242K
Exercise	Common Stock	3,674	$0.00	--
Tax Withholding	Common Stock	1,870	$178.42	$334K
Grant/Award	Restricted Stock Units	14,611	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,396 shares (Direct); Common Stock — 25,565 shares (Direct)

Footnotes (1)

1. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations. Each restricted stock unit represents a contingent right to receive one share of WSM common stock. 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. The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2023, 2024, 2025 and 2026. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2024, 2025, 2026 and 2027. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2025, 2026, 2027 and 2028.

Form 4 Insider Transactions: What Each Field Means →

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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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)
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		14,611	A	$0	27,847	D
Common Stock	03/21/2026		F		6,593(1)	D	$178.42	21,254	D
Common Stock	03/21/2026		M		2,666	A	$0	23,920	D
Common Stock	03/21/2026		F		1,357(1)	D	$178.42	22,563	D
Common Stock	03/21/2026		M		3,674	A	$0	26,237	D
Common Stock	03/21/2026		F		1,870(1)	D	$178.42	24,367	D
Common Stock	03/22/2026		M		1,198	A	$0	25,565	D
Common Stock	03/22/2026		F		610(1)	D	$178.42	24,955	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		14,611		(3)	(4)	Common Stock	14,611	$0	14,611	D
Restricted Stock Units	(2)	03/21/2026		M			14,611	(3)	(4)	Common Stock	14,611	$0	0	D
Restricted Stock Units	(2)	03/21/2026		M			2,666	(5)	(4)	Common Stock	2,666	$0	0	D
Restricted Stock Units	(2)	03/21/2026		M			3,674	(6)	(4)	Common Stock	3,674	$0	3,674	D
Restricted Stock Units	(2)	03/22/2026		M			1,198	(7)	(4)	Common Stock	1,198	$0	2,396	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 Karalyn Yearout	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 equity transactions did WSM EVP Karalyn Yearout report on this Form 4?

Karalyn Yearout reported RSU grants, vesting, and tax withholding. She received 14,611 new restricted stock units, had 22,149 RSUs convert into common shares, and 10,430 shares were withheld to satisfy tax obligations tied to those vesting events.

How many Williams-Sonoma (WSM) shares did Karalyn Yearout acquire through RSU vesting?

Yearout acquired 22,149 common shares through RSU vesting and conversion. These shares came from multiple restricted stock unit awards that vested after performance metrics and continued service conditions were satisfied under the company’s long-term incentive program.

How many Williams-Sonoma (WSM) shares were withheld for Karalyn Yearout’s taxes?

A total of 10,430 WSM shares were withheld for taxes. These F-code transactions represent shares withheld by the issuer at $178.42 per share to cover tax liabilities from RSU vesting, not open-market sales initiated by Yearout.

What new restricted stock units did Karalyn Yearout receive from Williams-Sonoma (WSM)?

Yearout received a grant of 14,611 restricted stock units. Each unit represents a contingent right to one share of WSM common stock, vesting in four equal installments on the anniversaries of the March 21, 2023 grant date, subject to continued service.

What are Karalyn Yearout’s Williams-Sonoma (WSM) holdings after these Form 4 transactions?

After the reported activity, Yearout held 24,955 WSM shares directly. She also held 3,674 restricted stock units that remain outstanding and are scheduled to vest in equal installments over future anniversary dates, depending on continued employment.

Were any of Karalyn Yearout’s Williams-Sonoma (WSM) transactions open-market sales?

No open-market sales are shown in this Form 4. Dispositions are all F-code entries, meaning shares were withheld by the issuer to pay tax obligations or exercise costs tied to RSU vesting, rather than discretionary market sales.