Williams completes $2.75B senior notes offering

Williams Companies issued $2.75 billion of senior unsecured notes in four tranches with staggered maturities from 2029 to 2056 under its Form S-3 shelf.

Rhea-AI Filing Summary

WILLIAMS COMPANIES, INC. (WMB) completed a registered debt offering of $2.75 billion of senior unsecured notes, consisting of $500 million 5.000% Senior Notes due 2029, $1.0 billion 5.600% Senior Notes due 2033, $750 million 5.800% Senior Notes due 2036 and $500 million 6.400% Senior Notes due 2056.

The notes were issued under an existing base indenture and a Fourteenth Supplemental Indenture and rank equally with the company’s other senior indebtedness. Interest is payable semi-annually in cash, beginning in 2027, on date pairs specific to each series.

The notes include covenants limiting certain liens and major asset transactions and provide for customary events of default. Williams may redeem each series before specified dates at a make-whole premium, and at 100% of principal plus accrued interest on or after those dates, as described in the indenture.

8-K Event Classification

2 items: 1.01, 9.01

2 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 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 Offered: $2.75 billion aggregate principal amount 2029 Notes: $500 million, 5.000% Senior Notes due 2029 2033 Notes: $1.0 billion, 5.600% Senior Notes due 2033 +5 more

8 metrics

Total Senior Notes Offered $2.75 billion aggregate principal amount Registered offering of multiple senior notes series completed on September 10, 2026

2029 Notes $500 million, 5.000% Senior Notes due 2029 Part of the senior notes offering

2033 Notes $1.0 billion, 5.600% Senior Notes due 2033 Largest tranche in the offering

2036 Notes $750 million, 5.800% Senior Notes due 2036 Intermediate maturity tranche

2056 Notes $500 million, 6.400% Senior Notes due 2056 Longest maturity tranche

First Interest Payment (2029 Notes) April 15, 2027 Semi-annual payments on April 15 and October 15 thereafter

First Interest Payment (2033/2036/2056 Notes) March 15, 2027 Semi-annual payments on March 15 and September 15 thereafter

Registration Statement Form S-3, No. 333-277232 Shelf registration under which the notes were offered

Key Terms

Senior Notes, Indenture, make-whole premium, events of default, +1 more

5 terms

Senior Notes financial

"completed a registered offering of $500 million aggregate principal amount of its 5.000% Senior Notes due 2029"

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.

Indenture financial

"The Notes were issued pursuant to an Indenture (the “Base Indenture”)"

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.

make-whole premium financial

"at a specified “make-whole” premium described in the Indenture"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

events of default financial

"The Indenture includes customary events of default, including payment defaults"

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.

registration statement on Form S-3 regulatory

"pursuant to a registration statement on Form S-3 (Registration No. 333-277232)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What did WMB announce regarding new debt in this 8-K?

Williams Companies completed a registered offering of $2.75 billion senior unsecured notes in four tranches due 2029, 2033, 2036 and 2056, all issued under its existing indenture structure.

What are the coupon rates and sizes of the new WMB senior notes?

Williams issued $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.

When will interest be paid on the new WMB notes?

The 2029 Notes pay interest semi-annually on April 15 and October 15 beginning April 15, 2027. The 2033, 2036 and 2056 Notes pay semi-annually on March 15 and September 15 beginning March 15, 2027.

How do the new WMB notes rank in the company’s capital structure?

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

Can Williams Companies redeem the new WMB notes early?

Yes. Williams may redeem some or all notes before specified series dates at a make-whole premium, and on or after those dates at 100% of principal plus accrued and unpaid interest, as described in the indenture.

Under what registration did WMB issue these senior notes?

The offering was registered under the Securities Act via Williams’ Form S-3 Registration Statement No. 333-277232 and a prospectus supplement dated September 8, 2026, filed under Rule 424(b).

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Available on EDGAR 09/10/2026 - 04:28 PM Accepted by SEC EDGAR 09/10/2026 - 04:27 PM Learn about SEC filing dates

WILLIAMS COMPANIES, INC. false 0000107263 0000107263 2026-09-10 2026-09-10

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

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 September 10, 2026, The Williams Companies, Inc. (the “Company”) completed a registered 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 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 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 “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 by the Fourteenth Supplemental Indenture (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), dated as of September 10, 2026, between the Company and the Trustee. The Notes are each represented by a global security, the applicable forms of which are included as exhibits to the Supplemental Indenture.

The 2029 Notes will pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2027. The 2033 Notes, 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 March 15, 2027. 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 September 15, 2029, in the case of the 2029 Notes, July 15, 2033, in the case of the 2033 Notes, June 15, 2036, in the case of the 2036 Notes, and March 15, 2056, 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 September 15, 2029, in the case of the 2029 Notes, July 15, 2033, in the case of the 2033 Notes, June 15, 2036, in the case of the 2036 Notes, and March 15, 2056, 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 was previously filed, and a copy of the Supplemental Indenture is filed as Exhibit 4.1 to this report. The descriptions of the terms of the Base Indenture and the 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		Fourteenth Supplemental Indenture, dated as of September 10, 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: 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

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 307.3 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