Williams prices $2.75B in senior notes

Williams Companies prices a multi-tranche $2.75 billion senior notes offering to refinance commercial paper and support general corporate needs.

Rhea-AI Filing Summary

Williams Companies, Inc. (WMB) has priced a $2.75 billion senior notes offering across four tranches. The company will issue $500 million of 5.000% Senior Notes due 2029, $1.0 billion of 5.600% Senior Notes due 2033, $750 million of 5.800% Senior Notes due 2036, and $500 million of 6.400% Senior Notes due 2056 in an underwritten public offering under its automatic shelf registration.

The notes are priced slightly below par, with the offering expected to settle on September 10, 2026, subject to customary closing conditions. Williams intends to use the net proceeds to repay outstanding commercial paper and for other general corporate purposes, including funding capital expenditures.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

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

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total Senior Notes Offering: $2.75 billion 5.000% Senior Notes due 2029: $500 million at 99.931% of par 5.600% Senior Notes due 2033: $1.0 billion at 99.999% of par +3 more

6 metrics

Total Senior Notes Offering $2.75 billion Aggregate principal amount of senior notes priced in the public offering

5.000% Senior Notes due 2029 $500 million at 99.931% of par Principal amount and pricing for the 2029 Notes tranche

5.600% Senior Notes due 2033 $1.0 billion at 99.999% of par Principal amount and pricing for the 2033 Notes tranche

5.800% Senior Notes due 2036 $750 million at 99.819% of par Principal amount and pricing for the 2036 Notes tranche

6.400% Senior Notes due 2056 $500 million at 99.800% of par Principal amount and pricing for the 2056 Notes tranche

Expected settlement date September 10, 2026 Scheduled settlement date for the senior notes offering

Key Terms

Senior Notes, underwritten public offering, automatic shelf registration statement, prospectus supplement, +2 more

6 terms

Senior Notes financial

"Williams Prices $2.75 Billion of Senior Notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

underwritten public offering financial

"with respect to the offering and sale in an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

automatic shelf registration statement regulatory

"An automatic shelf registration statement relating to the notes was previously filed"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"the prospectus supplement dated September 8, 2026 and filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Indenture financial

"The Notes will be issued pursuant to an Indenture, dated as of December 18, 2012"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

joint book-running managers financial

"are acting as joint book-running managers for the offering"

Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Net proceeds will be used to repay outstanding commercial paper and for other general corporate purposes, including funding capital expenditures.

FAQ

What did Williams Companies (WMB) announce in this Form 8-K?

Williams Companies announced that it has priced a $2.75 billion public offering of senior notes in four tranches, with maturities in 2029, 2033, 2036, and 2056, under an existing automatic shelf registration statement.

How large is the new senior notes offering by WMB and how is it structured?

The offering totals $2.75 billion, comprising $500 million 5.000% notes due 2029, $1.0 billion 5.600% notes due 2033, $750 million 5.800% notes due 2036, and $500 million 6.400% notes due 2056.

What will Williams (WMB) use the senior notes proceeds for?

Williams intends to use the net proceeds from the $2.75 billion senior notes offering to repay outstanding commercial paper and for other general corporate purposes, including funding capital expenditures.

When is the Williams (WMB) senior notes offering expected to close?

The senior notes offering is expected to settle on September 10, 2026, subject to the satisfaction of customary closing conditions, according to Williams’ announcement.

Who are the joint book-running managers for WMB’s senior notes offering?

The joint book-running managers are Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, and SMBC Nikko Securities America, Inc. They are acting as underwriters for the Williams senior notes offering.

Under what registration has Williams (WMB) registered this senior notes offering?

The offering is registered under an automatic shelf registration statement on Form S-3 (No. 333-277232), with a prospectus supplement dated September 8, 2026 and filed with the SEC under Rule 424(b).

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Available on EDGAR 09/10/2026 - 09:00 AM Accepted by SEC EDGAR 09/10/2026 - 09:00 AM Learn about SEC filing dates

WILLIAMS COMPANIES, INC. false 0000107263 0000107263 2026-09-08 2026-09-08

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): September 10, 2026 (September 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 7.01. Regulation FD Disclosure.

On September 8, 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 September 8, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, 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 5.000% Senior Notes due 2029 (the “2029 Notes”), $1.0 billion aggregate principal amount of its 5.600% Senior Notes due 2033 (the “2033 Notes”), $750 million aggregate principal amount of its 5.800% Senior Notes due 2036 (the “2036 Notes”) and $500 million aggregate principal amount of its 6.400% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, the 2033 Notes and the 2036 Notes, the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 to this report.

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 September 8, 2026 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on September 9, 2026. The Offering is expected to close on September 10, 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 by the Fourteenth Supplemental Indenture (the “Supplemental Indenture”), to be dated as of September 10, 2026, between the Company and the Trustee. The Notes will each be represented by a global security, the applicable forms of which are included as exhibits to the Supplemental Indenture. The form of Supplemental Indenture and the forms of the 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 September 8, 2026, by and among The Williams Companies, Inc. and Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Schedule 1 thereto.
4.1		Form of Fourteenth Supplemental Indenture, to be dated September 10, 2026, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2		Form of 5.000% Senior Notes due 2029 (included in Exhibit 4.1).
4.3		Form of 5.600% Senior Notes due 2033 (included in Exhibit 4.1).
4.4		Form of 5.800% Senior Notes due 2036 (included in Exhibit 4.1).
4.5		Form of 6.400% 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 September 8, 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: September 10, 2026				By:		/s/ Robert E. Riley, Jr.
						Robert E. Riley, Jr.
						Vice President and Assistant General Counsel – Corporate Secretary and Labor, Employment and Benefits

Exhibit 99.1

Williams (NYSE: WMB) One Williams Center Tulsa, OK 74172 800-Williams www.williams.com

DATE: September 8, 2026

MEDIA:		INVESTOR CONTACTS:
media@williams.com (800) 945-8723		Caroline Sardella (918) 230-9992		Ashley Mitchell (918) 240-6082

Williams Prices $2.75 Billion of Senior Notes

Williams (NYSE: WMB) announced today that it has priced a public offering of $500 million of its 5.000% Senior Notes due 2029 at a price of 99.931 percent of par, $1.0 billion of its 5.600% Senior Notes due 2033 at a price of 99.999 percent of par, $750 million of its 5.800% Senior Notes due 2036 at a price of 99.819 percent of par, and $500 million of its 6.400% Senior Notes due 2056 at a price of 99.800 percent of par. The expected settlement date for the offering is September 10, 2026, subject to the satisfaction of customary closing conditions.

Williams intends to use the net proceeds of the offering to repay its outstanding commercial paper and for other general corporate purposes, including funding capital expenditures.

Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc. are acting as joint book-running managers for the offering.

This news release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

An automatic shelf registration statement relating to the notes was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective upon filing. Before you invest, you should read the prospectus in the registration statement and other documents Williams has filed with the SEC for more complete information about Williams and the offering. A copy of the prospectus supplement and prospectus relating to the offering may be obtained on the SEC website at www.sec.gov or from any of the underwriters by contacting:

Citigroup Global Markets Inc.

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Telephone: 1-800 831-9146

E-mail: prospectus@citi.com

c/o Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

Attn: Debt Capital Markets

Telephone: 1-866-271-7403

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attn: Investment Banking Division

Telephone: 1-866-718-1649

SMBC Nikko Securities America, Inc.

277 Park Avenue, 5th Floor

New York, New York 10172

Attention: Debt Capital Markets

Email: NikkoGCNotices@smbcnikko-si.com

About Williams

Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably, and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it’s needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future.

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Williams believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Williams’ annual and quarterly reports filed with the SEC.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 10.5 KB

Other Documents

• EX-1.1 EX-1.1 196.8 KB
• EX-4.1 EX-4.1 307.1 KB
• EX-5.1 EX-5.1 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB