King David Randolph 4

4 · WILLIAMS SONOMA INC · Filed Mar 24, 2026

AI-generated summary of this filing

Updated Mar 24, 2026

Williams‑Sonoma (WSM) EVP David Randolph Exercises RSUs, Sells Shares

What Happened

David Randolph, EVP & General Counsel of Williams‑Sonoma (WSM), had restricted stock units (RSUs) vest and converted into shares between March 20–22, 2026. A total of 32,616 shares were acquired from the vesting/conversion (exercise price reported $0.00, consistent with RSUs).
To cover tax withholding obligations, 15,756 of those shares were withheld/disposed (noted as F transactions) at a per‑share value of $178.42, representing approximately $2,811,185 in tax withholding value. After withholding, the net shares delivered to Randolph were about 16,860.

Key Details

Transaction dates: grants/vesting and conversions on March 20–22, 2026; tax‑withholding dispositions reported March 21–22, 2026. Filing date: March 24, 2026 (appears timely).
Shares acquired via vesting/conversion: 23,376 + 4,264 + 3,778 + 1,198 = 32,616 shares (exercise/conversion code M; grant code A for the March 20 grant).
Shares withheld to cover taxes (code F): 11,053; 2,170; 1,923; 610 = total 15,756 shares at $178.42 each = $2,811,185.
Exercise price: $0.00 (indicates these were RSUs, not stock options).
Shares owned after the transaction: not disclosed in the provided filing details.
Notable footnotes: F1 indicates shares were withheld to satisfy tax withholding; F3–F8 describe RSU mechanics (one RSU = one share, vesting schedules, cancellation upon vesting).

Context

These transactions reflect routine RSU vesting and employer tax withholding rather than an open‑market sale for personal cash proceeds. Code M = conversion/exercise of a derivative (here, RSUs); code F = shares withheld for taxes.
Tax‑withholdings (F) are standard and do not necessarily indicate management sentiment; purchases are typically more informative than routine withholding sales.

Form 4

Period: 2026-03-20

EVP GENERAL COUNSEL

Transactions

Exercise/Conversion
Common Stock
2026-03-21+23,376→ 121,936 total
Tax Payment
Common Stock
[F1]
2026-03-21$178.42/sh−11,053$1,972,076→ 110,883 total
Exercise/Conversion
Common Stock
2026-03-21+4,264→ 115,147 total
Tax Payment
Common Stock
[F1]
2026-03-21$178.42/sh−2,170$387,171→ 112,977 total
Exercise/Conversion
Common Stock
2026-03-21+3,778→ 116,755 total
Tax Payment
Common Stock
[F1]
2026-03-21$178.42/sh−1,923$343,102→ 114,832 total
Exercise/Conversion
Common Stock
2026-03-22+1,198→ 116,030 total
Tax Payment
Common Stock
[F1]
2026-03-22$178.42/sh−610$108,836→ 115,420 total
Award
Restricted Stock Units
[F3][F4][F5]
2026-03-20+23,376→ 23,376 total
→ Common Stock (23,376 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-21−23,376→ 0 total
→ Common Stock (23,376 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F6][F5]
2026-03-21−4,264→ 0 total
→ Common Stock (4,264 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F7][F5]
2026-03-21−3,778→ 3,780 total
→ Common Stock (3,778 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F8][F5]
2026-03-22−1,198→ 2,396 total
→ Common Stock (1,198 underlying)

Holdings

Footnotes (8)

[F1]Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.
[F2]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.
[F3]Each restricted stock unit represents a contingent right to receive one share of WSM common stock.
[F4]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.
[F5]The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.
[F6]The restricted stock units vest in four equal installments on each anniversary of the grant date in 2023, 2024, 2025 and 2026.
[F7]The restricted stock units vest in four equal installments on each anniversary of the grant date in 2024, 2025, 2026 and 2027.
[F8]The restricted stock units vest in four equal installments on each anniversary of the grant date in 2025, 2026, 2027 and 2028.

Signature

/s/ David R. King|2026-03-24

1 file