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Williams-Sonoma (NYSE: WSM) CAO exercises RSUs and covers tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Williams-Sonoma, Inc. chief accounting officer Jeremy Brooks reported routine equity compensation activity. On April 4, 2026, 702 restricted stock units vested and were converted into 702 shares of common stock, with each unit representing a contingent right to one share.

Of the vested shares, 358 shares were withheld at $180.17 per share to cover tax withholding obligations rather than sold on the open market. Following these transactions, Brooks directly holds 10,960 shares of common stock and indirectly holds 248 shares through the Williams-Sonoma, Inc. 401(k) Plan stock fund.

Positive

  • None.

Negative

  • None.
Insider Brooks Jeremy
Role CHIEF ACCOUNTING OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units 702 $0.00 --
Exercise Common Stock 702 $0.00 --
Tax Withholding Common Stock 358 $180.17 $65K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 2,106 shares (Direct); Common Stock — 11,318 shares (Direct); Common Stock — 248 shares (Indirect, By Managed Account)
Footnotes (1)
  1. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations. 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 April 4, 2026. Each restricted stock unit represents a contingent right to receive one share of WSM common stock. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2026, 2027, 2028 and 2029. The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.
RSUs vested 702 units Converted into 702 shares of common stock on April 4, 2026
Shares withheld for taxes 358 shares Withheld upon RSU vesting to cover tax obligations
Tax withholding price $180.17 per share Value used for shares withheld to satisfy tax liabilities
Direct holdings after transaction 10,960 shares Common stock directly held by Jeremy Brooks following Form 4 transactions
Indirect 401(k) holdings 248 shares Shares in Williams-Sonoma, Inc. Stock Fund under the 401(k) Plan as of April 4, 2026
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."
Williams-Sonoma, Inc. 401(k) Plan financial
"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 April 4, 2026."
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of WSM common stock."
Stock Fund financial
"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 April 4, 2026."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF ACCOUNTING 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/04/2026M702A$011,318D
Common Stock04/04/2026F358(1)D$180.1710,960D
Common Stock248IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)04/04/2026M702 (4) (5)Common Stock702$02,106D
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 April 4, 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 2026, 2027, 2028 and 2029.
5. The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.
/s/ David R. King, Attorney-in-Fact for Jeremy Brooks04/07/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did WSM executive Jeremy Brooks report?

Jeremy Brooks reported vesting of 702 restricted stock units, which converted into 702 shares of Williams-Sonoma common stock. This reflects routine equity compensation rather than an open-market purchase, tied to his role as chief accounting officer.

How many Williams-Sonoma (WSM) shares were withheld for taxes?

The company withheld 358 shares of Williams-Sonoma common stock at $180.17 per share to cover tax obligations upon RSU vesting. This is a tax-withholding disposition, not a discretionary market sale by the executive.

What are Jeremy Brooks’ WSM share holdings after this Form 4?

After the reported transactions, Jeremy Brooks directly holds 10,960 shares of Williams-Sonoma common stock. He also has an indirect interest in 248 shares held in the Williams-Sonoma, Inc. Stock Fund under the company’s 401(k) Plan.

What does each restricted stock unit (RSU) represent for WSM?

Each Williams-Sonoma restricted stock unit represents a contingent right to receive one share of WSM common stock. When vesting conditions are met, the units convert into actual shares, which may be partially withheld to satisfy tax obligations.

How do the WSM RSUs for Jeremy Brooks vest over time?

The restricted stock units granted to Jeremy Brooks vest in four equal installments on each anniversary of the grant date in 2026, 2027, 2028, and 2029. Upon vesting, the units are cancelled and replaced by delivered shares of common stock.

Were any Williams-Sonoma shares sold on the open market in this filing?

The filing shows no open-market sales. Shares were acquired through RSU vesting and a portion—358 shares at $180.17—was withheld to cover tax liabilities, which is an administrative transaction rather than a market trade.