Williams Companies prices $2.75B multi-tranche senior notes offering

The Williams Companies, Inc. entered into an underwriting agreement on January 5, 2026 for an underwritten public offering of senior notes totaling $2.75 billion.

Rhea-AI Filing Summary

The Williams Companies, Inc. entered into an underwriting agreement on January 5, 2026 for an underwritten public offering of senior notes totaling $2.75 billion. The transaction includes $500 million aggregate principal amount of 5.650% Senior Notes due 2033, $1.25 billion of 5.150% Senior Notes due 2036, and $1.0 billion of 5.950% Senior Notes due 2056. The new 2033 notes are an additional issuance to existing 5.650% notes first issued on March 2, 2023 and will trade interchangeably with the earlier $750 million of those notes.

The notes are being issued under an existing base indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, supplemented by prior and new supplemental indentures. The offering has been registered under a shelf registration statement on Form S-3, with a prospectus supplement dated January 5, 2026, and is expected to close on January 8, 2026.

Insights

Credit & Capital Structure Analyst

Williams is issuing $2.75B of fixed-rate senior notes across three long-dated maturities.

Williams Companies has arranged an underwritten public offering of senior notes totaling $2.75 billion, split among 5.650% notes due 2033, 5.150% notes due 2036, and 5.950% notes due 2056. The 2033 tranche is an additional issuance to an existing 5.650% series first issued in March 2023, and the new portion will trade interchangeably with the prior $750 million of those notes.

The notes are issued under an established indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, using a shelf registration statement on Form S-3 and a prospectus supplement dated January 5, 2026. The offering is expected to close on January 8, 2026, at which point the company’s total long-term fixed-rate obligations will include these additional series.

Because the information provided does not describe the specific use of the proceeds or compare these amounts to existing debt levels, the direct effect on leverage, interest expense, or overall risk profile cannot be assessed from this excerpt alone. Subsequent company filings may provide more context on how these notes relate to broader financing plans.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities is Williams Companies (WMB) offering in this filing?

Williams Companies is conducting an underwritten public offering of senior unsecured notes, consisting of 5.650% Senior Notes due 2033, 5.150% Senior Notes due 2036, and 5.950% Senior Notes due 2056.

How large is the new senior notes issuance for Williams Companies (WMB)?

The issuance totals $2.75 billion in aggregate principal amount: $500 million of 5.650% Senior Notes due 2033, $1.25 billion of 5.150% Senior Notes due 2036, and $1.0 billion of 5.950% Senior Notes due 2056.

How do the new 2033 notes relate to Williams Companies’ existing debt?

The new 5.650% Senior Notes due 2033 are an additional issuance of notes first issued on March 2, 2023 and will trade interchangeably with the existing $750 million of those 2033 notes.

Under what registration has Williams Companies (WMB) issued these notes?

The offering has been registered under the Securities Act using a shelf registration statement on Form S-3 (Registration No. 333-277232) and a prospectus supplement dated January 5, 2026 filed under Rule 424(b).

When is the Williams Companies senior notes offering expected to close?

The offering of the senior notes is expected to close on January 8, 2026.

Who are the lead underwriters for the Williams Companies (WMB) notes offering?

Barclays Capital Inc., BofA Securities, Inc., CIBC World Markets Corp., and Truist Securities, Inc. are acting as representatives of the underwriters under the underwriting agreement dated January 5, 2026.

Which trustee and legal counsel are involved in Williams Companies’ notes issuance?

The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture, and Gibson, Dunn & Crutcher LLP provided the legal opinion related to the offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/08/2026 - 09:09 AM Learn about SEC filing dates

WILLIAMS COMPANIES, INC. false 0000107263 0000107263 2026-01-05 2026-01-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2026 (January 5, 2026)

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-4174		73-0569878
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Williams Center
Tulsa, Oklahoma		74172-0172
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (918) 573-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		WMB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On January 5, 2026, The Williams Companies, Inc. (the “Company”) issued a press release announcing that it had priced the Offering (as defined below). A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K and Exhibit 99.1 attached hereto are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 8.01. Other Events.

On January 5, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., CIBC World Markets Corp., and Truist Securities, Inc., as representatives of the underwriters named in Schedule 1 thereto, with respect to the offering and sale in an underwritten public offering (the “Offering”) of $500 million aggregate principal amount of its 5.650% Senior Notes due 2033 (the “New 2033 Notes”), $1.25 billion aggregate principal amount of its 5.150% Senior Notes due 2036 (the “2036 Notes”) and $1.0 billion aggregate principal amount of its 5.950% Senior Notes due 2056 (the “2056 Notes” and, together with the New 2033 Notes and the 2036 Notes, the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 to this report. The New 2033 Notes are an additional issuance of the Company’s 5.650% Senior Notes due 2033 issued on March 2, 2023 and will trade interchangeably with the $750 million aggregate principal amount of such notes that were issued on such date.

The Offering has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-277232) of the Company (the “Registration Statement”) and the prospectus supplement dated January 5, 2026 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 6, 2026. The Offering is expected to close on January 8, 2026. The legal opinion of Gibson, Dunn & Crutcher LLP related to the Offering pursuant to the Registration Statement is filed as Exhibit 5.1 to this report.

The Notes will be issued pursuant to an Indenture, dated as of December 18, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as supplemented, in the case of the New 2033 Notes, by the Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), dated as of March 2, 2023, between the Company and the Trustee, and, in the case of the 2036 Notes and the 2056 Notes, by the Thirteenth Supplemental Indenture (the “Thirteenth Supplemental Indenture”), to be dated as of January 8, 2026, between the Company and the Trustee. The New 2033 Notes will be represented by a global security, the form of which is included as an exhibit to the Seventh Supplemental Indenture. The form of Seventh Supplemental Indenture and the form of the New 2033 Notes were filed as Exhibits 4.1 and 4.3, respectively, to the Company’s Current Report on Form 8-K, filed with the SEC on March 2, 2023. The 2036 Notes and the 2056 Notes will each be represented by a global security, the applicable forms of which are included as exhibits to the Thirteenth Supplemental Indenture. The form of Thirteenth Supplemental Indenture and the forms of the 2036 Notes and 2056 Notes are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated January 5, 2026, by and among The Williams Companies, Inc. and Barclays Capital Inc., BofA Securities, Inc., CIBC World Markets Corp., and Truist Securities, Inc., as representatives of the underwriters named in Schedule 1 thereto.
4.1		Form of Thirteenth Supplemental Indenture, to be dated January 8, 2026, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2		Form of 5.150% Senior Notes due 2036 (included in Exhibit 4.1).
4.3		Form of 5.950% Senior Notes due 2056 (included in Exhibit 4.1).
5.1		Opinion of Gibson, Dunn & Crutcher LLP relating to the Offering.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
99.1		Press Release dated January 5, 2026.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						THE WILLIAMS COMPANIES, INC.
Dated: January 8, 2026				By:		/s/ Robert E. Riley, Jr.
						Robert E. Riley, Jr.
						Vice President and Assistant General Counsel – Corporate Secretary