[8-K] Williams Companies Inc. Reports Material Event

Rhea-AI Filing Summary

Ardelyx (ARDX) has filed an 8-K detailing three material events.

Item 2.02 – Results of Operations: Q2-25 financial results were released separately as Exhibit 99.1; the filing itself contains no revenue, EPS or guidance figures.

Item 5.02 – Executive Transition: CFO/COO Justin Renz will leave the role on the earlier of 31 Dec 2025 or 30 days after a new CFO begins. Under an August 1, 2025 Transition Agreement he will (i) remain on current salary, benefits and 2025 bonus eligibility (individual component fixed at 100%) through the separation date and (ii) receive change-in-control severance and a 12-month post-separation option exercise window, subject to customary release and compliance conditions.

Item 5.03 – Governance Changes: The Board adopted Second Amended & Restated Bylaws effective August 1. Key revisions tighten shareholder proposal procedures (record-holder requirement, 67% solicitation threshold, nominee cap), update quorum language, drop physical shareholder-list production, introduce a forum-selection clause and make other technical edits.

No other business, transactions or financial statements were reported.

Positive

• Orderly CFO transition with up to five-month overlap reduces leadership risk.
• Extended option exercise window may foster executive alignment through the transition.
• Bylaw revisions clarify procedural rules, potentially reducing legal ambiguity and costs.

Negative

• CFO/COO departure introduces leadership uncertainty if successor search drags.
• Stricter shareholder nomination thresholds could be viewed as entrenchment and attract governance criticism.
• Lack of embedded Q2 financial data limits immediate assessment of operating performance.

Insights

Corporate Governance Expert

TL;DR: Bylaw overhaul centralises control; may curb activist leverage but adds procedural clarity.

The revised bylaws impose stricter eligibility and solicitation thresholds on shareholders, reducing the ease of running dissident slates. Adding a forum-selection clause limits venue shopping for litigation, which can lower legal costs but may deter claims. Removing physical shareholder-list requirements aligns with recent Delaware reforms and digital practice. Overall governance impact is mildly shareholder-unfriendly yet operationally efficient.

Equity Analyst

TL;DR: Planned CFO exit is orderly; financial impact minimal unless replacement lags.

Renz’s staged departure gives up to five months for a successor search, limiting disruption. Continued salary and bonus accrual plus extended option life are modest, one-time costs. Without Q2 metrics we cannot gauge operating performance; investors should review Exhibit 99.1. Overall, today’s disclosures are governance-centric and unlikely to alter near-term valuation.

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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): August 4, 2025

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 2.02. Results of Operations and Financial Condition

On August 4, 2025, The Williams Companies, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release and accompanying financial highlights and operating statistics and reconciliation schedules are furnished herewith as Exhibit 99.1 and are incorporated herein in their entirety by reference.

The press release and accompanying financial highlights and operating statistics and reconciliation schedules are being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(a)    None

(b)    None

(c)    None

(d)    Exhibits.

Exhibit No.						Description
99.1						Press release of the Company dated August 4, 2025, publicly announcing the Company's financial results, with Non-GAAP Reconciliations, Financial Highlights, and Operating Statistics, for the quarter ended June 30, 2025.
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.
									(Registrant)
Dated:			August 4, 2025			By:			/s/ JOHN D. PORTER
									John D. Porter
									Senior Vice President and Chief Financial Officer (Principal Financial Officer)

FAQ

When will Ardelyx's CFO Justin Renz leave the company?

No later than December 31, 2025, or 30 days after the new CFO’s start date, whichever comes first.

What severance benefits will the departing CFO receive?

If conditions are met, Mr. Renz receives benefits under the April 29, 2025 Change-in-Control Severance Agreement plus a 12-month option exercise window.

Why did Ardelyx amend its bylaws in August 2025?

The Second Amended & Restated Bylaws update shareholder proposal rules, quorum definitions, remove stockholder-list requirements and add a forum-selection clause.

Does the 8-K include Ardelyx’s Q2 2025 financial numbers?

No. The figures are in the press release filed as Exhibit 99.1; the 8-K only references their availability.

How do the bylaw changes affect shareholder nominations?

Shareholders must now be record owners, solicit holders of at least 67 % of voting shares, and cannot nominate more candidates than seats up for election.