Williams Companies issues $2.75B in new senior notes

The Williams Companies, Inc. completed a registered public offering of three tranches of senior unsecured notes.

Rhea-AI Filing Summary

The Williams Companies, Inc. completed a registered public offering of three tranches of senior unsecured notes. The company issued $500 million of 5.650% Senior Notes due 2033, $1.25 billion of 5.150% Senior Notes due 2036, and $1 billion of 5.950% Senior Notes due 2056. The new 2033 notes are an additional issuance of existing 5.650% notes that were first issued on March 2, 2023 and will trade interchangeably with the prior $750 million series.

The notes pay interest semi-annually in cash on March 15 and September 15, with the first payments in 2026 as specified for each series, and rank equally with the company’s other senior indebtedness. The indenture includes covenants limiting certain liens and major asset transactions and provides customary events of default. Williams may redeem the notes in whole or in part, using a make-whole premium before specified dates and at 100% of principal plus accrued interest on or after those dates.

Insights

Credit and capital structure analyst

Williams adds long-dated fixed-rate debt across three new senior note series.

Williams Companies has issued three senior unsecured note tranches totaling $2.75 billion, with maturities in 2033, 2036, and 2056. Coupons range from 5.150% to 5.950%, locking in fixed-rate funding and extending the company’s debt maturity profile. The new 2033 notes increase the size of an existing 5.650% series that was originally issued on March 2, 2023.

The notes rank equally with other senior debt and are governed by an indenture that restricts certain liens and major asset transfers, which is typical for large investment-grade issuers. The make-whole call features prior to late-2032 or late-2035 (and 2055 for the longest tranche) and par calls thereafter give Williams flexibility to refinance if conditions change.

From an investor perspective, the key implications are the added fixed obligations at the stated coupon rates and the long-dated nature of part of the issuance. The actual effect on leverage, interest coverage, or refinancing of existing debt would depend on how the proceeds are applied, which is not detailed in this excerpt.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

FAQ

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

What new senior notes did Williams Companies (WMB) issue in this transaction?

Williams issued three series of senior unsecured notes: $500 million of 5.650% Senior Notes due 2033, $1.25 billion of 5.150% Senior Notes due 2036, and $1 billion of 5.950% Senior Notes due 2056.

How do the new 2033 senior notes of Williams Companies (WMB) relate to the existing 2033 notes?

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 notes.

When do the new Williams Companies (WMB) senior notes start paying interest?

The notes pay interest semi-annually in cash on March 15 and September 15. The New 2033 Notes start on March 15, 2026 (including accrued interest from September 15, 2025), while the 2036 and 2056 Notes start on September 15, 2026.

What is the ranking of the new Williams Companies (WMB) senior notes?

The notes are senior unsecured obligations of Williams, ranking equally in right of payment with its other senior indebtedness and senior to any future debt expressly subordinated to them.

Can Williams Companies (WMB) redeem the new senior notes early?

Yes. Williams may redeem some or all notes at a make-whole premium before specified dates (December 15, 2032 for the New 2033 Notes, December 15, 2035 for the 2036 Notes, and September 15, 2055 for the 2056 Notes), and at 100% of principal plus accrued interest on or after those dates.

What key covenants apply to the new Williams Companies (WMB) notes?

The indenture includes covenants that limit liens securing certain debt and restrict Williams’ ability to merge, consolidate, or dispose of substantially all assets, subject to stated qualifications and exceptions.

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

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Accepted by SEC EDGAR 01/08/2026 - 04:16 PM Learn about SEC filing dates

WILLIAMS COMPANIES, INC. false 0000107263 0000107263 2026-01-08 2026-01-08

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

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 1.01. Entry Into Material Definitive Agreement.

On January 8, 2026, The Williams Companies, Inc. (the “Company”) completed a registered 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 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 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 of 1933, as amended (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 “Prospectus Supplement”).

The Notes were issued pursuant to an Indenture (the “Base 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,” and together with the Base Indenture and the Seventh Supplemental Indenture, the “Indenture”), dated as of January 8, 2026, between the Company and the Trustee. The New 2033 Notes are represented by a global security, a form of which is included as an exhibit to the Seventh Supplemental Indenture. The 2036 Notes and 2056 Notes are each represented by a global security, the applicable forms of which are included as exhibits to the Thirteenth Supplemental Indenture.

The New 2033 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The interest payment with respect to the New 2033 Notes on March 15, 2026 will include accrued interest from September 15, 2025. The 2036 Notes and the 2056 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Notes are the Company’s senior unsecured obligations and will rank equally in right of payment with all of its other senior indebtedness and senior to all of its future indebtedness that is expressly subordinated in right of payment to the Notes.

The Indenture contains covenants that, among other things, restrict the Company’s ability to incur liens on assets to secure certain debt and merge, consolidate or sell, assign, transfer, lease convey or otherwise dispose of all or substantially all of its assets, subject to certain qualifications and exceptions. The Indenture includes customary events of default, including payment defaults and certain events of bankruptcy, insolvency or reorganization.

The Company may redeem some or all of the Notes at any time or from time to time prior to December 15, 2032, in the case of the New 2033 Notes, December 15, 2035, in the case of the 2036 Notes, and September 15, 2055, in the case of the 2056 Notes, at a specified “make-whole” premium described in the Indenture. The Company also has the option at any time or from time to time on or after December 15, 2032, in the case of the New 2033 Notes, December 15, 2035, in the case of the 2036 Notes, and September 15, 2055, in the case of the 2056 Notes, to redeem the applicable Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date, as more fully described in the Indenture. A copy of the Base Indenture and Seventh Supplemental Indenture were previously filed, and a copy of the Thirteenth Supplemental Indenture is filed as Exhibit 4.1 to this report. The description of the terms of the Base Indenture, Seventh Supplemental Indenture, and Thirteenth Supplemental Indenture in this Item 1.01 are qualified in their entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Thirteenth Supplemental Indenture, dated as of January 8, 2026, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee.
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