Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common stock is traded on the New York Stock Exchange, or the NYSE, under the symbol WSM. The closing price of our common stock on the NYSE on March 23, 2025 was $163.65.

STOCKHOLDERS

The number of stockholders of record of our common stock as of March 23, 2025 was 260. This number excludes stockholders whose stock is held in nominee or street name by brokers.

DIVIDENDS

While we have historically paid dividends to holders of our common stock on a quarterly basis, the declaration and payment of future dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and are at the discretion of our Board of Directors.

STOCK REPURCHASE PROGRAMS

The following table summarizes our repurchases of shares of our common stock during the fourth quarter of fiscal 2024 under the $1.0 billion stock repurchase program announced in March 2024 (the “March 2024 program”).

Fiscal periodTotal Number of Shares Purchased1Average Price Paid Per ShareTotal Number of Shares Purchased as Part of a Publicly Announced Program1Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program
October 28, 2024 - November 24, 2024776,184$128.84776,184$192,523,000
November 25, 2024 - December 29, 2024—$——$192,523,000
December 30, 2024 - February 2, 2025—$——$192,523,000
Total776,184$128.84776,184$192,523,000

1**Excludes shares withheld for associate taxes upon vesting of stock-based awards.

Additionally, in September 2024, our Board of Directors authorized a new $1.0 billion stock repurchase program (together with the March 2024 program, “our programs”), which will become effective once our March 2024 program is fully utilized. During fiscal 2024, we repurchased 5,940,939 shares of our common stock at an average cost of $135.92 per share and a total cost of $807.5 million under our programs. As of February 2, 2025, we had a total of $1.2 billion in stock repurchase authorization remaining under our programs.

Stock repurchases under our programs may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability and other market conditions. The stock repurchase programs do not have an expiration date and may be limited or terminated at any time without prior notice.

Table of Contents

PERFORMANCE GRAPH

On March 24, 2025, we were added to the S&P 500. We have replaced the NYSE Composite with the S&P 500 for the purposes of our stock performance graph, as we believe the S&P 500 is a more relevant benchmark to measure our performance. We have continued to present the NYSE Composite here as a transitional measure.

This graph compares the cumulative total stockholder return for our common stock with those of the S&P 500, NYSE Composite Index and S&P 500 Consumer Discretionary Distribution and Retail, our peer group index. The cumulative total return listed below assumed an initial investment of $100 and reinvestment of dividends. The graph shows historical stock price performance, including reinvestment of dividends, and is not necessarily indicative of future performance.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

Among Williams-Sonoma, Inc., the NYSE Composite Index,

the S&P 500 Consumer Discretionary Distribution and Retail Index and the S&P 500 Index

FY24 10-K Performance Chart S&P 500.jpg

*$100 invested on February 2, 2020 in stock or index, including reinvestment of dividends. Fiscal year ended February 2, 2025.

2/2/201/31/211/30/221/29/231/28/242/2/25
Williams-Sonoma, Inc.$100.00$188.41$229.91$192.77$325.16$668.86
S&P 500$100.00$117.25$144.56$132.68$160.30$202.59
NYSE Composite Index$100.00$108.35$128.03$126.30$136.52$158.54
S&P 500 Consumer Discretionary Distribution and Retail$100.00$141.39$153.61$125.62$162.21$227.91

Notes:

A.The lines represent monthly index levels derived from compounded daily returns that include all dividends.

B.The indices are re-weighted daily, using the market capitalization on the previous trading day.

C.If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.

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