What legal opinion did WMB file in connection with the 26,874,496-share resale?

WMB filed an opinion of Davis Polk & Wardwell LLP as Exhibit 5.1, addressing the validity of the shares covered by the prospectus supplement. The related consent is included in Exhibit 23.1 by reference.

Williams registers resale of 26.9M shares

Q: What did WMB announce in this Form 8-K on September 3, 2026?

The company filed a prospectus supplement to its effective Form S-3 shelf registration, registering the resale of up to 26,874,496 shares of its common stock by selling securityholders under the Securities Act of 1933.

Q: How many WMB shares are covered by the new resale registration?

The prospectus supplement registers the resale of up to 26,874,496 shares of The Williams Companies, Inc. common stock, par value $1.00 per share, by the selling securityholders named in the prospectus supplement.

Q: What type of registration statement is WMB using for this resale offering?

The resale is registered under WMB’s existing effective Form S-3 shelf registration statement (File No. 333-277232), with a new prospectus supplement filed on September 3, 2026 for the shares being resold.

Q: Who is selling the WMB shares registered in this prospectus supplement?

The registered shares are being offered for resale by selling securityholders named in the prospectus supplement. The filing describes the transaction as a resale by these holders, rather than an issuance description by the company.

WILLIAMS COMPANIES, INC.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

WILLIAMS COMPANIES, INC. (WMB) filed a prospectus supplement to its existing effective shelf registration statement on Form S-3, registering the resale by certain selling securityholders of up to 26,874,496 shares of its common stock, par value $1.00 per share, under the Securities Act of 1933.

The company also filed a legal opinion from Davis Polk & Wardwell LLP on the validity of these shares as Exhibit 5.1, with the related consent included as Exhibit 23.1, and an Inline XBRL cover page as Exhibit 104.

Filing Explained

This filing establishes registration capacity for the resale of up to 26,874,496 common shares by named selling securityholders, rather than reporting a completed sale; an S-3 registration does not itself sell shares.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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

Shares registered for resale: 26,874,496 shares Par value per share: $1.00 per share Shelf registration file number: File No. 333-277232

3 metrics

Shares registered for resale 26,874,496 shares Common stock registered for resale under the prospectus supplement filed September 3, 2026

Par value per share $1.00 per share Par value of WMB common stock covered by the resale registration

Shelf registration file number File No. 333-277232 Form S-3 shelf registration statement under which the prospectus supplement was filed

Key Terms

prospectus supplement, shelf registration statement, selling securityholders, Inline XBRL

4 terms

prospectus supplement regulatory

"filed a prospectus supplement to the Company’s existing effective shelf"

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.

shelf registration statement regulatory

"to the Company’s existing effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

selling securityholders regulatory

"registering the resale by the selling securityholders named therein"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What did WMB announce in this Form 8-K on September 3, 2026?

The company filed a prospectus supplement to its effective Form S-3 shelf registration, registering the resale of up to 26,874,496 shares of its common stock by selling securityholders under the Securities Act of 1933.

How many WMB shares are covered by the new resale registration?

The prospectus supplement registers the resale of up to 26,874,496 shares of The Williams Companies, Inc. common stock, par value $1.00 per share, by the selling securityholders named in the prospectus supplement.

What type of registration statement is WMB using for this resale offering?

The resale is registered under WMB’s existing effective Form S-3 shelf registration statement (File No. 333-277232), with a new prospectus supplement filed on September 3, 2026 for the shares being resold.

Who is selling the WMB shares registered in this prospectus supplement?

The registered shares are being offered for resale by selling securityholders named in the prospectus supplement. The filing describes the transaction as a resale by these holders, rather than an issuance description by the company.

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Available on EDGAR 09/03/2026 - 04:31 PM Accepted by SEC EDGAR 09/03/2026 - 04:21 PM

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 3, 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: 800-945-5426 (800-WILLIAMS)

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 8.01

Other Events.

On September 3, 2026, The Williams Companies, Inc. (the “Company”) filed a prospectus supplement to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-277232) registering the resale by the selling securityholders named therein of up to 26,874,496 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), under the Securities Act of 1933, as amended.

A copy of the opinion regarding the validity of the Shares is attached hereto as Exhibit 5.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

5.1		Opinion of Davis Polk & Wardwell LLP.

23.1		Consent of Davis Polk & Wardwell LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


Dated: September 3, 2026	THE WILLIAMS COMPANIES, INC.
	(Registrant)

	By:	/s/ JOHN D. PORTER
		John D. Porter
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents