Williams (NYSE: WMB) secures $3.75B revolver plus $1.0B 364-day credit facility

Rhea-AI Filing Summary

The Williams Companies, Inc., together with subsidiaries Northwest Pipeline and Transcontinental Gas Pipe Line Company, entered into a new Second Amended and Restated Credit Agreement providing a shared revolving credit facility of up to $3.75 billion, with total commitments allowed up to $4.25 billion including an accordion feature.

The agreement runs for five years from May 19, 2026, includes up to $200 million of same-day swingline borrowings, and ties interest to ABR and Term SOFR benchmarks plus an applicable margin based on each borrower’s senior unsecured debt ratings. Key financial covenants require the Company to keep its debt to EBITDA ratio at or below 5.00x, or 5.50x for a limited period after acquisitions of at least $25 million, and require Transco and Northwest to maintain debt-to-capitalization ratios at or below 65%.

On the same date, the borrowers also entered a separate 364-Day Credit Agreement for up to $1.0 billion, with maximum commitments of $1.15 billion, similar interest-rate mechanics, and the option to convert revolving loans at maturity into term loans maturing one year later. Both agreements include customary covenants and events of default that can lead lenders to terminate commitments and accelerate repayment if triggered.

Insights

Corporate credit and capital-structure analyst

Williams refreshes and modestly expands its bank liquidity through multi-year and 364-day credit lines.

The Williams Companies and its pipeline subsidiaries obtained a shared $3.75 billion revolving credit facility, expandable to $4.25 billion, plus a separate $1.0 billion 364-day facility. These lines support working capital, acquisitions, capital expenditures and other general purposes.

Both agreements price borrowings off ABR and Term SOFR with margins set by unsecured debt ratings, a typical structure for investment-grade-style bank facilities. Financial covenants cap consolidated debt to EBITDA at 5.00x, or 5.50x for a limited period following qualifying acquisitions, and limit Transco and Northwest debt-to-capitalization to 65%.

The new five-year maturity, swingline component up to $200 million, accordion options, and 364-day extension feature provide flexibility in how the company funds seasonal needs and transactions. Actual balance-sheet impact will depend on future borrowing levels and acquisition activity disclosed in subsequent company filings.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revolving credit capacity: $3.75 billion Maximum commitments: $4.25 billion Swingline borrowings: $200 million +5 more

8 metrics

Revolving credit capacity $3.75 billion Aggregate borrowing limit under Second Amended and Restated Credit Agreement

Maximum commitments $4.25 billion Ceiling on total commitments including accordion feature

Swingline borrowings $200 million Maximum same-day swingline borrowing capacity within revolver

Debt to EBITDA covenant 5.00 to 1.00 Standard maximum leverage ratio for the Company

Acquisition leverage step-up 5.50 to 1.00 Temporary maximum debt to EBITDA after ≥$25M acquisitions

Debt to capitalization limit 65% Maximum for Transco and Northwest and subsidiaries

364-day facility size $1.0 billion Aggregate borrowing capacity under 364-Day Credit Agreement

Max 364-day commitments $1.15 billion Ceiling on total commitments including potential increases

Key Terms

Second Amended and Restated Credit Agreement, swingline borrowings, Term SOFR, debt to EBITDA, +2 more

6 terms

Second Amended and Restated Credit Agreement financial

"entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders named therein"

A second amended and restated credit agreement is a company’s loan contract that has been changed twice and rewritten into a single, updated document so all the terms are clear in one place. Investors care because it alters the company’s debt rules — such as interest rates, repayment schedule, and covenants — which affects cash flow, default risk, and the ability to invest or pay dividends; think of it like refinancing and reorganizing a mortgage that changes monthly payments and rules.

swingline borrowings financial

"The Credit Agreement allows for same day swingline borrowings up to an aggregate amount of $200 million"

Term SOFR financial

"for SOFR Borrowings, the Term SOFR rate for the interest period in effect for such borrowing plus the Applicable Rate"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

debt to EBITDA financial

"Under the Credit Agreement the Company is required to maintain a ratio of debt to EBITDA of no greater than 5.00 to 1.00"

Debt to EBITDA is a ratio that compares a company’s total debt to its annual operating earnings before interest, taxes, depreciation and amortization (EBITDA). It shows how many years of those earnings would be needed to pay off the debt, so investors use it like a “mortgage-to-income” check to gauge whether a company’s borrowing level is manageable or risks straining cash flow and creditworthiness.

debt to capitalization financial

"the ratio of debt to capitalization (defined as net worth plus debt) is not permitted to be greater than 65%"

events of default financial

"The Credit Agreement includes customary events of default. If an event of default occurs with respect to a Borrower"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

WILLIAMS COMPANIES, INC.000010726300000992500000110019false 0000107263 2026-05-20 2026-05-20 0000107263 wmb:TranscontinentalGasPipeLineCompanyLlcMember 2026-05-20 2026-05-20 0000107263 wmb:NorthwestPipelineLlcMember 2026-05-20 2026-05-20

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): May 20, 2026 (May 19, 2026)

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-04174		73-0569878
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
One Williams Center, Tulsa, Oklahoma				74172
(Address of Principal Executive Offices)				(Zip Code)

800-945-5426 (800-WILLIAMS)

(Registrant’s telephone number, including area code)

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. ☐

Northwest Pipeline LLC

(Exact name of registrant as specified in its charter)

Delaware		001-07414		26-1157701
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
One Williams Center, Tulsa, Oklahoma				74172
(Address of Principal Executive Offices)				(Zip Code)

800-945-5426

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K 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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

Transcontinental Gas Pipe Line Company, LLC

(Exact name of registrant as specified in its charter)

Delaware		001-07584		74-1079400
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
2800 Post Oak Boulevard, Houston, Texas				77056
(Address of Principal Executive Offices)				(Zip Code)

(713) 215-2000

(Registrant’s telephone number, including area code)

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: None

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 1.01. Entry into a Material Definitive Agreement.

Second Amended and Restated Credit Agreement

On May 19, 2026 (the “Credit Agreement Effective Date”), The Williams Companies, Inc. (the “Company”), Northwest Pipeline LLC (“Northwest”) and Transcontinental Gas Pipe Line Company, LLC (“Transco” and, together with the Company and Northwest, the “Borrowers”) entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders named therein and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent. The Credit Agreement, which amends and restates that certain Credit Agreement, dated as of October 8, 2021, among the Borrowers, the lenders named therein and Wells Fargo as administrative agent, may be used for working capital, acquisitions, capital expenditures and other general corporate, partnership or limited liability company, as applicable, purposes.

The Borrowers may borrow, in the aggregate, up to $3.75 billion under the Credit Agreement. Northwest and Transco are each subject to a $500 million borrowing sublimit. In addition, the Borrowers may request an increase of up to an additional $500 million in commitments from either new lenders or increased commitments from existing lenders named in the Credit Agreement. However, at no time may the aggregate commitments under the Credit Agreement exceed $4.25 billion. The Credit Agreement allows for same day swingline borrowings up to an aggregate amount of $200 million, subject to other utilization of the aggregate commitments under the Credit Agreement. The facility made available under the Credit Agreement is initially available for five years from the Credit Agreement Effective Date (the “Maturity Date”). The Borrowers may request an extension of the Maturity Date for an additional one-year period up to two times, to allow a Maturity Date as late as the seventh anniversary of the Credit Agreement Effective Date, subject to certain conditions.

Interest on borrowings under the Credit Agreement is payable at rates equal to: (1) for ABR Borrowings (as defined in the Credit Agreement), the Alternate Base Rate (as defined in the Credit Agreement) for each day plus the Applicable Rate (as defined in the Credit Agreement), (2) for SOFR Borrowings (as defined in the Credit Agreement), the Term SOFR (as defined in the Credit Agreement) rate for the interest period in effect for such borrowing plus the Applicable Rate, and (3) for Swing Line Loans (as defined in the Credit Agreement), at a rate per annum equal to the Swing Line Rate (as defined in the Credit Agreement) for each day. The Company is required to pay a commitment fee based on the unused portion of the commitments under the Credit Agreement. The applicable rates and the commitment fee are determined by reference to a pricing schedule based on the applicable Borrower’s senior unsecured debt ratings.

Under the Credit Agreement the Company is required to maintain a ratio of debt to EBITDA of no greater than 5.00 to 1.00. If the Company, in any fiscal quarter, makes one or more acquisitions for a total aggregate purchase price that exceeds or equals $25 million, the Company is required to maintain a ratio of debt to EBITDA of no greater than 5.50 to 1.00 for the fiscal quarter in which the acquisition occurs through the last day of the second fiscal quarter next succeeding the fiscal quarter in which the acquisition occurs. For each of Transco and Northwest and their respective consolidated subsidiaries, the ratio of debt to capitalization (defined as net worth plus debt) is not permitted to be greater than 65%. Each of the above ratios will be tested beginning at the end of the first fiscal quarter ending after the Credit Agreement Effective Date and thereafter at the end of each subsequent fiscal quarter, and the debt to EBITDA ratio is measured on a rolling four-quarter basis.

The Credit Agreement contains customary representations and warranties and affirmative, negative and financial covenants which were made only for the purposes of the Credit Agreement and as of the specific date (or dates) set forth therein, and may be subject to certain limitations as agreed upon by the contracting parties. The Credit Agreement contains various covenants that limit, among other things, each Borrower and each Borrower’s respective material subsidiaries’ ability to grant certain liens supporting indebtedness, each Borrower’s ability to merge or consolidate, sell all or substantially all of its assets in certain circumstances, make certain distributions during an event of default, and each Borrower and each Borrower’s respective material subsidiaries’ ability to enter into certain restrictive agreements.

The Credit Agreement includes customary events of default. If an event of default occurs with respect to a Borrower, the lenders will be able to terminate the commitments for all Borrowers and accelerate the maturity of the loans of the defaulting Borrower and exercise other rights and remedies.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

364-Day Credit Agreement

On the Credit Agreement Effective Date, each of the Borrowers also entered into a 364-Day Credit Agreement (the “364-Day Credit Agreement”) with the lenders named therein and Citibank, N.A. (“Citibank”), as administrative agent. The 364-Day Credit Agreement may be used for working capital, acquisitions, capital expenditures and other general corporate, partnership or limited liability company, as applicable, purposes.

The Borrowers may borrow, in the aggregate, up to $1.0 billion under the 364-Day Credit Agreement. Northwest and Transco are each subject to a $100 million borrowing sublimit. In addition, the Borrowers may request an increase of up to an additional $150 million in commitments from either new lenders or increased commitments from existing lenders named in the 364-Day Credit Agreement. However, at no time may the aggregate commitments under the 364-Day Credit Agreement exceed $1.15 billion. The facility made available on a revolving basis under the 364-Day Credit Agreement is available for 364 days from the Credit Agreement Effective Date (the “364-Day Maturity Date”). The Borrowers may request, prior to the 364-Day Maturity Date, that the revolving loans under the 364-Day Credit Agreement be converted on the 364-Day Maturity Date into term loans that mature one year after the 364-Day Maturity Date, subject to certain conditions.

Interest on borrowings under the 364-Day Credit Agreement is payable at rates equal to: (1) for ABR Borrowings (as defined in the 364-Day Credit Agreement), the Alternate Base Rate (as defined in the 364-Day Credit Agreement) for each day plus the Applicable Rate (as defined in the 364-Day Credit Agreement), and (2) for SOFR Borrowings (as defined in the 364-Day Credit Agreement), the Term SOFR (as defined in the 364-Day Credit Agreement) rate for the interest period in effect for such borrowing plus the Applicable Rate. The Company is required to pay a commitment fee based on the unused portion of the commitments under the 364-Day Credit Agreement. The applicable rates and the commitment fee are determined by reference to a pricing schedule based on the applicable Borrower’s senior unsecured debt ratings.

Under the 364-Day Credit Agreement the Company is required to maintain a ratio of debt to EBITDA of no greater than 5.00 to 1.00. If the Company, in any fiscal quarter, makes one or more acquisitions for a total aggregate purchase price that exceeds or equals $25 million, the Company is required to maintain a ratio of debt to EBITDA of no greater than 5.50 to 1.00 for the fiscal quarter in which the acquisition occurs through the last day of the second fiscal quarter next succeeding the fiscal quarter in which the acquisition occurs. For each of Transco and Northwest and their respective consolidated subsidiaries, the ratio of debt to capitalization (defined as net worth plus debt) is not permitted to be greater than 65%. Each of the above ratios will be tested beginning at the end of the first fiscal quarter ending after the Credit Agreement Effective Date and thereafter at the end of each subsequent fiscal quarter, and the debt to EBITDA ratio is measured on a rolling four-quarter basis.

The 364-Day Credit Agreement contains customary representations and warranties and affirmative, negative and financial covenants which were made only for the purposes of the 364-Day Credit Agreement and as of the specific date (or dates) set forth therein, and may be subject to certain limitations as agreed upon by the contracting parties. The 364-Day Credit Agreement contains various covenants that limit, among other things, each Borrower and each Borrower’s respective material subsidiaries’ ability to grant certain liens supporting indebtedness, each Borrower’s ability to merge or consolidate, sell all or substantially all of its assets in certain circumstances, make certain distributions during an event of default, and each Borrower and each Borrower’s respective material subsidiaries’ ability to enter into certain restrictive agreements.

The 364-Day Credit Agreement includes customary events of default. If an event of default occurs with respect to a Borrower, the lenders will be able to terminate the commitments for all Borrowers and accelerate the maturity of the loans of the defaulting Borrower and exercise other rights and remedies.

The foregoing description of the 364-Day Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the 364-Day Credit Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Second Amended and Restated Credit Agreement dated as of May 19, 2026, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Company, LLC, as borrowers, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent
10.2		364-Day Credit Agreement dated as of May 19, 2026, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Company, LLC, as borrowers, the lenders named therein, and Citibank, N.A., as Administrative Agent
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURE

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.
		By:		/s/ Robert E. Riley, Jr.
				Robert E. Riley, Jr.
				Vice President and Assistant General Counsel - Corporate Secretary

NORTHWEST PIPELINE LLC
		By:		/s/ Robert E. Riley, Jr.
				Robert E. Riley, Jr.
				Secretary

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
		By:		/s/ Robert E. Riley, Jr.
				Robert E. Riley, Jr.
				Secretary

DATED: May 20, 2026

FAQ

What new credit facilities did Williams (WMB) enter into on May 19, 2026?

Williams and two pipeline subsidiaries entered a Second Amended and Restated Credit Agreement for up to $3.75 billion, expandable to $4.25 billion, plus a separate $1.0 billion 364-day credit agreement, both for general corporate, acquisition and capital expenditure purposes.

How large is The Williams Companies’ new revolving credit facility?

The main revolving credit facility allows the borrowers to draw up to $3.75 billion in aggregate. They may also request up to an additional $500 million in commitments, bringing total potential commitments under the Second Amended and Restated Credit Agreement to $4.25 billion.

What are the key financial covenants in Williams’ new credit agreements?

The Company must keep its debt to EBITDA ratio at or below 5.00 to 1.00, or 5.50 to 1.00 for a limited period after acquisitions of at least $25 million. Transco and Northwest must each keep debt-to-capitalization at or below 65%.

How long is the maturity of Williams’ Second Amended and Restated Credit Agreement?

The revolving facility is initially available for five years from May 19, 2026. The borrowers may request up to two one-year extensions, which could move the final maturity date to the seventh anniversary of the Credit Agreement’s effective date, subject to conditions.

What is the size and structure of Williams’ new 364-day credit agreement?

The 364-Day Credit Agreement permits aggregate borrowings up to $1.0 billion, with a maximum of $1.15 billion in commitments after potential increases. It is a revolving facility for 364 days, with an option to convert outstanding revolving loans into term loans maturing one year later.

How are interest rates determined under Williams’ new credit facilities?

Interest is based on either an Alternate Base Rate (ABR) or Term SOFR, plus an applicable margin. The margins and associated commitment fees are set using a pricing schedule that references each borrower’s senior unsecured debt ratings from rating agencies.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 670.7 KB
• EX-10.2 EX-10.2 585.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 46.7 KB