| Item 7.01. |
Regulation FD Disclosure. |
On June 26, 2025, 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.
On June 26, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) 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 $750 million aggregate principal amount of its 4.625% Senior Notes due 2030 (the “2030 Notes”) and $750 million aggregate principal amount of its 5.300% Senior Notes due 2035 (the “2035 Notes” and together with the 2030 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 June 26, 2025 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 27, 2025. The Offering is expected to close on June 30, 2025. 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 Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture”), to be dated as of June 30, 2025, between the Company and the Trustee. Each of the 2030 Notes and the 2035 Notes will be represented by a global security, the applicable forms of which are included as exhibits to the Twelfth Supplemental Indenture. The form of Twelfth Supplemental Indenture and the forms of the 2030 Notes and the 2035 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. |
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| Exhibit
Number |
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Description |
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| 1.1 |
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Underwriting Agreement, dated June 26, 2025, by and among The Williams Companies, Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc., as representatives of the underwriters named in Schedule 1 thereto. |
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| 4.1 |
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Form of Twelfth Supplemental Indenture, to be dated June 30, 2025, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
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| 4.2 |
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Form of 4.625% Senior Notes due 2030 (included in Exhibit 4.1). |
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| 4.3 |
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Form of 5.300% Senior Notes due 2035 (included in Exhibit 4.1). |
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| 5.1 |
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Opinion of Gibson, Dunn & Crutcher LLP relating to the Offering. |
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| 23.1 |
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
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| 99.1 |
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Press Release dated June 26, 2025. |
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| 104 |
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Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
