King David Randolph 4

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.