Williams (WMB) unit issues $1.7B in Transco senior notes

Transcontinental Gas Pipe Line Company, LLC, an indirect wholly owned subsidiary of The Williams Companies, Inc., completed a private placement of $1.0 billion of 5.100% Senior Notes due 2036 and $700.0 million of 5.750% Senior Notes due 2056.

Rhea-AI Filing Summary

Transcontinental Gas Pipe Line Company, LLC, an indirect wholly owned subsidiary of The Williams Companies, Inc., completed a private placement of $1.0 billion of 5.100% Senior Notes due 2036 and $700.0 million of 5.750% Senior Notes due 2056. The notes are senior unsecured obligations ranking equally with the company’s other senior unsecured debt.

The 2036 notes were priced at 99.936% of par and the 2056 notes at 99.413% of par, with interest on both series paid in cash semi-annually on March 15 and September 15 starting March 15, 2026. The company may redeem the notes at a make-whole premium before specified dates and at 100% of principal after those dates, subject to the terms in the indenture.

Holders receive registration rights under a separate agreement, including an obligation for the company to complete an exchange offer for registered notes within 365 days after November 20, 2025, or potentially pay additional interest if it does not meet these requirements.

Insights

Credit & fixed income analyst

Williams’ Transco unit issues $1.7B of long-dated senior notes.

Transcontinental Gas Pipe Line Company, LLC has issued $1.0 billion of 5.100% Senior Notes due 2036 and $700.0 million of 5.750% Senior Notes due 2056 in a Rule 144A/Reg S private placement. These are senior unsecured obligations, ranking equally with existing and future senior unsecured debt, which places them high in the capital structure but below any secured borrowings.

The notes feature semi-annual cash interest payments starting on March 15, 2026, and were priced slightly below par (99.936% and 99.413%), implying modest original issue discounts. The indenture includes typical covenants limiting liens and major structural changes such as mergers or transfer of substantially all assets, which are standard protections for noteholders.

Both tranches include issuer call options: a make-whole call prior to December 15, 2035 for the 2036 notes and September 15, 2055 for the 2056 notes, and par calls after those dates. A Registration Rights Agreement requires an exchange offer for registered notes within 365 days after November 20, 2025, with the possibility of additional interest if those obligations are not met.

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, or exhibit attachments filed with this report.

FAQ

What debt offering did Transcontinental Gas Pipe Line Company, LLC complete in this WMB 8-K?

The company completed a private placement of $1.0 billion of 5.100% Senior Notes due 2036 and $700.0 million of 5.750% Senior Notes due 2056, for a total of $1.7 billion of senior unsecured notes.

What are the interest rates and payment dates on WMB’s Transco senior notes?

The 2036 notes carry a 5.100% annual coupon and the 2056 notes carry a 5.750% annual coupon. Interest on both series is paid in cash semi-annually on March 15 and September 15, starting March 15, 2026.

When do the new Transcontinental Gas Pipe Line Company senior notes mature?

The 5.100% Senior Notes mature on March 15, 2036, and the 5.750% Senior Notes mature on March 15, 2056, providing intermediate- and long-dated funding for the issuer.

Can Transco redeem the new WMB subsidiary notes early, and at what price?

Yes. Before December 15, 2035 for the 2036 notes and September 15, 2055 for the 2056 notes, the company may redeem at a specified make-whole premium. On or after those dates, it may redeem at 100% of principal, in each case as described in the indenture.

What registration rights are attached to the new Transco notes issued by the WMB subsidiary?

Under a Registration Rights Agreement dated November 20, 2025, the company agreed to file a registration statement and complete an Exchange Offer for registered notes within 365 days after November 20, 2025. Failure to satisfy these obligations may require the company to pay additional interest on the notes.

How do the new Transco senior notes rank in the issuer’s capital structure?

The notes are described as senior unsecured obligations of Transcontinental Gas Pipe Line Company, LLC, ranking equally with its other existing and future senior unsecured indebtedness, and structurally subject to any secured or subsidiary-level debt.

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Accepted by SEC EDGAR 11/20/2025 - 04:24 PM Learn about SEC filing dates

00000992500000107263false 0000107263 2025-11-20 2025-11-20 0000107263 wmb:TranscontinentalGasPipeLineCompanyLLCMember 2025-11-20 2025-11-20

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): November 20, 2025

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. ☐

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.

Indenture

On November 20, 2025, Transcontinental Gas Pipe Line Company, LLC (the “Company”), an indirect wholly owned subsidiary of The Williams Companies, Inc., completed an offering of $1.0 billion in aggregate principal amount of its 5.100% Senior Notes due 2036 (the “2036 Notes”) and $700.0 million in aggregate principal amount of its 5.750% Senior Notes due 2056 (the “2056 Notes,” and collectively, the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes were issued under an Indenture, dated as of November 20, 2025 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes are the Company’s senior unsecured obligations ranking equally with the Company’s other existing and future senior unsecured indebtedness. The 2036 Notes bear interest at a rate of 5.100% per annum and were priced at 99.936% of par. The 2036 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year commencing on March 15, 2026. The 2036 Notes will mature on March 15, 2036. The 2056 Notes bear interest at a rate of 5.750% per annum and were priced at 99.413% of par. The 2056 Notes will pay interest semi-annually in cash in arrears on March 15 and September 15 of each year commencing on March 15, 2026. The 2056 Notes will mature on March 15, 2056.

At any time prior to December 15, 2035, in the case of the 2036 Notes, and September 15, 2055, in the case of the 2056 Notes, the Company may redeem some or all of the Notes at a specified “make whole” premium described in the Indenture. The Company also has the option, at any time on or after December 15, 2035, in the case of the 2036 Notes, and September 15, 2055, in the case of the 2056 Notes, to redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, as more fully described in the Indenture. The Indenture contains covenants that, among other things, restrict the Company’s ability to grant liens on its assets and merge, consolidate or transfer or lease all or substantially all of its assets, subject to certain qualifications and exceptions.

The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Registration Rights Agreement

The holders of the Notes are entitled to the benefits of a Registration Rights Agreement, dated November 20, 2025 (the “Registration Rights Agreement”), among the Company and the initial purchasers listed therein. Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission for an offer to exchange the Notes for a new issuance of substantially identical notes issued under the Securities Act (the “Exchange Offer”) and to cause the Exchange Offer to be consummated within 365 days after November 20, 2025. The Company may be required to provide a shelf registration statement to cover resales of the Notes under certain circumstances. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it may be required to pay additional interest on the Notes.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein 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
4.1		Indenture, dated as of November 20, 2025, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee.
10.1		Registration Rights Agreement, dated November 20, 2025, among Transcontinental Gas Pipe Line Company, LLC and the initial purchasers listed therein.
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 and Corporate Strategic Development

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

DATED: November 20, 2025