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Williams (NYSE: WMB) raises EBITDA guidance and buys Momentum Midstream for up to $5.5B

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Williams Companies reported higher second-quarter 2026 results, raised full-year guidance and announced a large Haynesville acquisition. GAAP net income was $827 million, or $0.68 per diluted share, up 51% year-over-year. Adjusted net income was $614 million, or $0.50 per share, up 8%. Adjusted EBITDA increased 6% to $1.921 billion, and Available Funds from Operations rose 10% to $1.450 billion, supporting a 2.26x dividend coverage ratio. Cash flow from operations was $1.376 billion, down $74 million versus 2Q 2025 primarily due to Transco rate refunds.

Results benefited from higher service revenues across Transmission, Northeast G&P and West, stronger gas marketing margins, higher equity earnings and gains on the Brazos Permian II and South Mansfield divestitures, partly offset by higher operating costs, interest and taxes. Debt-to-Adjusted EBITDA was 3.67x at quarter end. Management raised 2026 Adjusted EBITDA guidance midpoint by $200 million to $8.4 billion and now expects $8.3–$8.5 billion with growth capex of $7.3–$7.9 billion.

Williams agreed to acquire Momentum Midstream in a Haynesville-focused transaction valued at up to $5.5 billion, comprising approximately $3.5 billion of cash and debt and roughly $2 billion of equity. The deal adds more than 4,000 miles of pipe, over 1 million dedicated acres and three take-or-pay pipelines with 4.05 Bcf/d capacity and is expected to be accretive to AFFO per share and earnings per share. Williams also announced the $1.5 billion Delta Access project and the Shelby Trough Connector expansion to move Haynesville supply to Gulf Coast LNG and power markets.

Positive

  • Second-quarter GAAP net income rose 51% to $827 million, with Adjusted EBITDA up 6% to $1.921 billion and AFFO up 10% to $1.450 billion, indicating broad earnings and cash-flow growth versus 2Q 2025.
  • Williams announced a strategic Haynesville acquisition of Momentum Midstream valued at up to $5.5 billion, expected to be accretive to AFFO per share and earnings per share while expanding pipe mileage and contracted capacity.
  • The company raised 2026 Adjusted EBITDA guidance midpoint by $200 million to $8.4 billion and now targets $8.3–$8.5 billion, reflecting increased confidence including the pro-forma impact of the Momentum acquisition.

Negative

  • None.

Filing Explained

The agreed Momentum acquisition remains pending; its roughly $2 billion equity portion could dilute existing holders if delivered through new shares.

This Form 8-K, dated August 3, 2026, furnishes unaudited results for the quarter ended June 30, 2026 and announces that the Momentum acquisition is agreed but remains subject to closing conditions.

The stated consideration is up to $5.5 billion, including roughly $2 billion in Williams equity; if that equity is delivered through additional shares, existing holders' percentage ownership would decrease absent offsetting changes.

The results and operating materials are furnished under Item 2.02, and the company says they are not deemed filed for Section 18 liability or incorporated by reference in Securities Act filings.

Completion requires customary conditions including Hart-Scott-Rodino clearance, so the acquisition and its equity component remain pending rather than completed.

The release gives an approximately 3.75x 2026 leverage-ratio midpoint including pro-forma Momentum EBITDA and expects Delta Access in the first quarter of 2029 and Shelby Trough Connector in the second quarter of 2028.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 GAAP Net Income $827 million Net income for the quarter ended June 30, 2026, up 51% vs 2Q 2025
Q2 2026 Adjusted EBITDA $1.921 billion Adjusted EBITDA for the quarter ended June 30, 2026, up 6% vs 2Q 2025
Q2 2026 Adjusted Net Income $614 million Adjusted net income for the quarter ended June 30, 2026, up 8% vs 2Q 2025
Q2 2026 AFFO $1.450 billion Available Funds from Operations for the quarter, up $133 million or 10% vs 2Q 2025
Dividend Coverage Ratio 2.26x AFFO-based dividend coverage ratio for second-quarter 2026
Momentum Midstream Acquisition Value up to $5.5 billion Total consideration including ~$3.5 billion cash and debt and ~$2 billion equity
2026 Adjusted EBITDA Guidance $8.3–$8.5 billion Updated 2026 Adjusted EBITDA guidance range, midpoint raised to $8.4 billion
Debt-to-Adjusted EBITDA 3.67x Debt-to-Adjusted EBITDA at quarter end June 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA: $1.921 billion, up $113 million or 6% vs. 2Q 2025"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Available funds from operations financial
"Available funds from operations (AFFO): $1.450 billion, up $133 million or 10% vs. 2Q 2025"
Available funds from operations (AFFO) is a cash-focused measure used mainly for property-owning companies that starts with reported operating cash and then subtracts recurring costs such as ongoing building repairs, tenant turnover and routine maintenance to estimate the cash truly available for dividends and reinvestment. Investors care because AFFO acts like a household’s leftover paycheck after regular bills — it helps judge whether a company’s cash flow can sustainably support distributions and growth.
take-or-pay contracts financial
"serve growing LNG and power demand with long-term take-or-pay contracts"
A take-or-pay contract is an agreement where a buyer promises to either take a set minimum of goods or services from a seller or still pay an agreed fee even if they don’t take delivery. Think of it like reserving a theater box: you pay whether you use all the seats or not. For investors, these contracts create predictable revenue for sellers but also signal potential liability if buyers stop needing the product, affecting cash flow and credit risk.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
Power Innovation technical
"Successful completion of phase one of Socrates, the company's first Power Innovation project"
debt-to-Adjusted EBITDA financial
"Debt-to-Adjusted EBITDA at Quarter End (2) | 3.67 x | 3.80 x"
Debt-to-adjusted EBITDA is a leverage ratio that compares a company’s total interest-bearing debt to its recurring operating earnings after removing interest, taxes, depreciation, amortization and one-time items. It tells investors how many years of those adjusted earnings would be needed to pay off the debt, like counting how many paychecks it would take to clear a mortgage; a higher ratio signals heavier borrowing and greater financial risk or less flexibility.
GAAP net income $827 million for Q2 2026 up 51% vs 2Q 2025
Adjusted net income $614 million for Q2 2026 up 8% vs 2Q 2025
Adjusted EBITDA $1.921 billion for Q2 2026 up 6% vs 2Q 2025
AFFO $1.450 billion for Q2 2026 up 10% vs 2Q 2025
Guidance

For 2026, the company expects Adjusted EBITDA of $8.3–$8.5 billion, growth capex between $7.3 billion and $7.9 billion, and an updated debt-to-Adjusted EBITDA leverage ratio midpoint of approximately 3.75x including the pro-forma impact of the Momentum acquisition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Williams (WMB) perform financially in the second quarter of 2026?
Williams reported GAAP net income of $827 million ($0.68 per share) in Q2 2026, up 51% from 2Q 2025. Adjusted EBITDA was $1.921 billion and Available Funds from Operations reached $1.450 billion, driven by higher service revenues, marketing margins and equity earnings.

What non-GAAP metrics did Williams (WMB) highlight for Q2 2026?
Key non-GAAP metrics included Adjusted net income of $614 million ($0.50 per share), Adjusted EBITDA of $1.921 billion, and AFFO of $1.450 billion. These were up 8%, 6% and 10%, respectively, versus 2Q 2025, supporting a 2.26x dividend coverage ratio.

What are the terms of Williams (WMB) acquiring Momentum Midstream?
Williams agreed to acquire Momentum Midstream for up to $5.5 billion, including about $3.5 billion of cash and debt and roughly $2 billion of Williams equity. The Haynesville platform adds more than 4,000 miles of pipe, 6 Bcf/d capacity and 4.05 Bcf/d of take-or-pay pipelines.

How did Williams (WMB) update its 2026 financial guidance?
Williams now expects 2026 Adjusted EBITDA of $8.3–$8.5 billion, raising the midpoint by $200 million to $8.4 billion. The company also projects growth capex of $7.3–$7.9 billion and an updated 2026 leverage ratio midpoint of approximately 3.75x debt-to-Adjusted EBITDA including Momentum.

What is Williams’ (WMB) leverage and dividend coverage after Q2 2026?
At June 30, 2026, Williams reported debt-to-Adjusted EBITDA of 3.67x. For Q2 2026, its dividend coverage ratio was 2.26x on an AFFO basis, with Available Funds from Operations of $1.450 billion versus common dividends paid of $642 million.

What new projects did Williams (WMB) announce alongside the Momentum deal?
Williams announced the $1.5 billion Delta Access expansion, adding 2.25 Bcf/d initial capacity on Transco by first quarter 2029, and the Shelby Trough Connector, adding 750 MMcf/d initial capacity (expandable to 1.5 Bcf/d) by second quarter 2028.
0000107263false00001072632026-08-032026-08-03

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 3, 2026

The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-417473-0569878
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueWMBNew 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 3, 2026, The Williams Companies, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2026. 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 3, 2026, publicly announcing the Company's financial results, with Non-GAAP Reconciliations, Financial Highlights, and Operating Statistics, for the quarter ended June 30, 2026.
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 3, 2026By:
/s/ JOHN D. PORTER
John D. Porter
Executive Vice President and Chief Financial Officer (Principal Financial Officer)


Exhibit 99.1

News Release
Williams (NYSE: WMB)
One Williams Center
Tulsa, OK 74172
800-Williams
www.williams.com
  wmb_image1a19.jpg

DATE: Monday, Aug. 3, 2026


MEDIA CONTACT:INVESTOR CONTACTS:
media@williams.com
(800) 945-8723		Caroline Sardella
(918) 230-9992		Ashley Mitchell
(918) 240-6082

Williams Delivers Strong Second-Quarter 2026 Results;
Announces Strategic Acquisition of Momentum Midstream
Connecting Haynesville to Gulf Coast
LNG and Power Demand

TULSA, Okla. – Williams (NYSE: WMB) today announced its unaudited financial results for the three and six months ended June 30, 2026.

Financial performance validates growing strength of natural gas strategy
•GAAP net income: $827 million, or $0.68 per diluted share (EPS), up 51% vs. 2Q 2025
•Adjusted net income: $614 million, or $0.50 per diluted share (Adj. EPS), up 8% vs. 2Q 2025
•Adjusted EBITDA: $1.921 billion, up $113 million or 6% vs. 2Q 2025
•Cash flow from operations (CFFO): $1.376 billion
•Available funds from operations (AFFO): $1.450 billion, up $133 million or 10% vs. 2Q 2025
•Dividend coverage ratio: 2.26x (AFFO basis)
•Raising 2026 Adjusted EBITDA guidance midpoint by $200 million to $8.4 billion, reflecting Momentum Midstream acquisition

Extending track record of unmatched growth
•Successful completion of phase one of Socrates, the company's first Power Innovation project; phase two on track for 4Q 2026 completion
•Signed customer agreements on Transco's Leidy Access and Garden Connector and upsized Power Express
•Finalized Power Innovation Joint Venture with Blackstone, adding $5.34 billion of low-cost capital to fuel near-term Power Innovation projects
•Signed agreement to acquire Momentum Midstream, establishing a premier Haynesville position to serve growing LNG and power demand with long-term take-or-pay contracts

CEO Perspective
Chad Zamarin, president and chief executive officer, made the following comments:

“Williams delivered another quarter of solid results as we continue to capture rising demand for reliable energy infrastructure. Second-quarter Adjusted EBITDA increased 6% year-over-year to $1.921 billion,
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driven by transmission and Gulf Coast expansions, higher natural gas storage revenues and strong gathering performance across our footprint.”

“Our Power Innovation platform continues to ramp up as customers look for fast, reliable and scalable solutions to meet growing power demand. With the first phase of Socrates successfully completed within budget and on time and the closing of our joint venture with Blackstone, we have demonstrated best-in-class execution, strengthening our ability to commercialize additional projects and accelerate this important growth platform.”

“At the same time, we continue to advance growth across our broader natural gas infrastructure business. We signed customer agreements for Transco’s Leidy Access and Garden Connector expansions and we further upsized Transco's Power Express project. Additionally, we are announcing the acquisition of Momentum Midstream, a highly strategic platform that strengthens our position in the country’s most important LNG demand corridor. Alongside the acquisition, we are also announcing an expansion of our LEG gathering system and a large take-or-pay pipeline project along the Transco corridor. We look forward to the Momentum team joining the Williams family as we invest in these impressive assets that serve as a catalyst for continued growth.”

Zamarin added, “Williams is built to execute across multiple growth opportunities at once, and this quarter demonstrated the strength of that balanced approach. We are expanding our contracted project portfolio, investing in high-return opportunities and maintaining financial strength and flexibility, all of which support a higher long-term growth target. I want to thank our employees for their continued focus on safe and reliable operations and our customers for their trust in Williams. Together, we are delivering the infrastructure solutions needed to serve rising demand from LNG, power generation and industrial growth while creating market-leading and lasting value for our shareholders.”
Williams Summary Financial Information2QYear to Date
Amounts in millions, except ratios and per-share amounts. Per share amounts are reported on a diluted basis. Net income amounts are from continuing operations attributable to The Williams Companies, Inc. available to common stockholders.2026202520262025
GAAP Measures
Net Income$827 $546 $1,691 $1,236 
Net Income Per Share$0.68 $0.45 $1.38 $1.01 
Cash Flow From Operations$1,376 $1,450 $2,979 $2,883 
Non-GAAP Measures (1)
Adjusted EBITDA$1,921 $1,808 $4,175 $3,797 
Adjusted Net Income$614 $566 $1,509 $1,296 
Adjusted Earnings Per Share$0.50 $0.46 $1.23 $1.06 
Available Funds from Operations$1,450 $1,317 $3,220 $2,762 
Dividend Coverage Ratio2.26 x2.16 x2.51 x2.26 x
Other
Debt-to-Adjusted EBITDA at Quarter End (2)3.67 x3.80 x
Capital Investments (Excluding Acquisitions) (3) (4)$1,642 $1,039 $3,284 $1,709 
(1) Schedules reconciling Adjusted Net Income, Adjusted EBITDA, Available Funds from Operations and Dividend Coverage Ratio (non-GAAP measures) to the most comparable GAAP measure are available at www.williams.com and as an attachment to this news release.
(2) Does not represent leverage ratios measured for WMB credit agreement compliance or leverage ratios as calculated by the major credit ratings agencies. Debt is net of cash on hand and, for 2026, $777 million of cash purchases of certain reimbursable long-lead Power Innovation equipment, and Adjusted EBITDA reflects the sum of the last four quarters.
(3) Capital investments include increases to property, plant, and equipment (growth & maintenance), purchases of and contributions to equity-method investments and purchases of other long-term investments.
(4) Second quarter and year-to-date 2026 capital investments exclude $188 million and $170 million, respectively, of certain reimbursable long-lead Power Innovation equipment. Second quarter and year-to-date 2025 capital excludes $43 million for the acquisition of Saber Midstream, which closed June 2025. Year-to-date 2025 capital also excludes $319 million for the Rimrock acquisition, which closed January 2025; $153 million for the investment in Cogentrix, which closed March 2025; and $1 million for an adjustment of the Crowheart acquisition and Discovery consolidation, which closed 2024.
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GAAP Measures
Second-quarter and year-to-date 2026 net income increased by $281 million and $455 million, respectively, compared to the prior year. Both comparative periods benefited from:
•Higher service revenues of $111 million and $314 million, respectively, driven by projects placed in service, new Gulf volumes, higher storage revenues, and higher gathering volumes including acquisitions in the West, while Transco’s higher net rates also benefited the year-to-date period.
•Higher gas marketing margins.
•Higher equity earnings driven by Blue Racer Midstream and Appalachia Midstream.
•A net gain of $126 million from the June 2026 sale of the Brazos Permian II equity-method investment. The year-to-date period also benefited from a $194 million gain on the January 2026 sale of the South Mansfield upstream interests.

These favorable changes were partially offset by:
•Reduced upstream results due to the sale of the South Mansfield interests.
•An increase in operating and administrative expenses.
•Higher net interest expense associated with net increases in long-term debt.
•A higher provision for income taxes driven by increased pre-tax income.

The quarterly period also benefited from a favorable change of $106 million in net unrealized gains/losses on commodity derivatives, while the year-to-date period reflected an unfavorable change of $87 million in net unrealized gains/losses on commodity derivatives.

Second-quarter 2026 cash flow from operations decreased $74 million compared to the prior year primarily due to unfavorable net changes in working capital driven by the payment of Transco’s rate refunds in April 2026, partially offset by higher operating results exclusive of non-cash items and favorable net changes in derivative collateral requirements. Year-to-date 2026 cash flow from operations increased $96 million compared to the prior year primarily due to higher operating results exclusive of non-cash items, partially offset by unfavorable net changes in working capital driven by the payment of Transco’s rate refunds and unfavorable net changes in derivative collateral requirements.

Non-GAAP Measures
Second-quarter and year-to-date 2026 Adjusted EBITDA increased by $113 million and $378 million, respectively, over the prior year driven by the previously described increases in service revenues and gas marketing margins, partially offset by higher operating and administrative expenses.

Second-quarter and year-to-date 2026 Adjusted Net Income improved by $48 million and $213 million, respectively, over the prior year driven by the previously described impacts to net income, adjusted primarily to remove the effects of net unrealized gains/losses on commodity derivatives and the gains associated with the Brazos Permian II and South Mansfield upstream sales.

Second-quarter and year-to-date 2026 Available Funds From Operations (AFFO) increased by $133 million and $458 million, respectively, compared to the prior year primarily due to higher adjusted operating results exclusive of non-cash items and a favorable change in the current component of the income tax provision.

Business Segment Results & Form 10-Q
Williams' operations are comprised of the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West; Gas & NGL Marketing Services and Other. For more information, see the company's second-quarter 2026 Form 10-Q.
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Second QuarterYear to Date
Amounts in millionsModified EBITDAAdjusted EBITDAModified EBITDAAdjusted EBITDA
2Q 20262Q 2025Change2Q 20262Q 2025Change20262025Change20262025Change
Transmission, Power & Gulf$959 $891 $68 $959 $903 $56 $1,969 $1,749 $220 $1,969 $1,765 $204 
Northeast G&P540 501 39 540 501 39 1,064 1,015 49 1,064 1,015 49 
West359 341 18 359 341 18 766 695 71 769 695 74 
Gas & NGL Marketing Services123 (30)153 (1)(15)14 163 122 41 226 140 86 
Other98 118 (20)64 78 (14)330 193 137 147 182 (35)
Total$2,079 $1,821 $258 $1,921 $1,808 $113 $4,292 $3,774 $518 $4,175 $3,797 $378 
Note: Williams uses Modified EBITDA for its segment reporting. Definitions of Modified EBITDA and Adjusted EBITDA and schedules reconciling to net income are included in this news release.

Transmission, Power & Gulf
Second-quarter and year-to-date 2026 Modified and Adjusted EBITDA improved compared to the prior year driven by contributions from projects placed in service, new Gulf volumes, and higher storage revenues, partially offset by higher operating and administrative expenses. Transco’s higher net rates also benefited the year-to-date period.

Northeast G&P
Second-quarter and year-to-date 2026 Modified and Adjusted EBITDA increased compared to the prior year driven primarily by higher volumes at Ohio Valley Midstream and higher proportional EBITDA from Blue Racer Midstream and Bradford within Appalachia Midstream.

West
Second-quarter and year-to-date 2026 Modified EBITDA and Adjusted EBITDA improved compared to the prior year driven by Louisiana Energy Gateway, placed into service in third-quarter 2025, as well as higher gathering volumes including contributions from the 2025 Rimrock and Saber acquisitions, partially offset by lower minimum volume commitment revenues.

Gas & NGL Marketing Services
Second-quarter and year-to-date 2026 Modified EBITDA increased from the prior year. The quarterly period reflects $124 million of net favorable changes in unrealized gains/losses on commodity derivatives, which are excluded from Adjusted EBITDA. The year-to-date period for both measures benefited from higher gas marketing margins driven by winter storms, partially offset by net unfavorable changes in unrealized gains/losses on commodity derivatives, which are excluded from Adjusted EBITDA.

Other
The changes in second-quarter and year-to-date 2026 Modified EBITDA include gains from the January 2026 sale of the South Mansfield upstream interests, net unfavorable changes in unrealized gains/losses on commodity derivatives, and an unfavorable change in net realized results from upstream operations, including the impact of the divested South Mansfield interests. Both the gains on sale of the South Mansfield interests and the unrealized gains/losses on commodity derivatives are excluded from Adjusted EBITDA.

Strategic Acquisition of Momentum Midstream
Williams has agreed to acquire Momentum Midstream in a strategic Haynesville growth transaction valued at up to $5.5 billion, further expanding the company's fully integrated natural gas infrastructure platform in one of the nation's most important supply basins serving growing Gulf Coast LNG, power and industrial demand. Under the agreement, Williams will acquire 100% of Momentum Midstream for
4

total consideration of up to $5.5 billion, comprising approximately $3.5 billion of cash and debt consideration and roughly $2 billion of Williams equity.

Momentum's Haynesville platform adds more than 4,000 miles of pipe and over 1 million dedicated acres within four key gathering areas with a combined capacity of 6 Bcf/d, multiple processing and treating facilities and three take-or-pay pipelines capable of transporting 4.05 Bcf/d, serving the Haynesville and key demand markets. The acquisition is valued at an implied valuation of approximately 8.5x projected 2027 EBITDA and is expected to be accretive to both available funds from operations (AFFO) per share and earnings per share. Predictable, fee-based cash flows, supported by fixed-fee earnings, take-or-pay contracts and a high-quality customer base, underpin the transaction's long-term value.

Williams is announcing two attractive immediate expansion projects across the platform to capture the next wave of Haynesville supply and connectivity to growing LNG and power demand:

•As part of the acquisition, the Delta Access expansion along the Transco corridor will serve growing LNG and power demand. The $1.5 billion project will provide initial capacity of 2.25 Bcf/d, with future expansion opportunities and is expected to come online in the first quarter 2029.
•Enhanced through the acquisition, the Shelby Trough Connector is an expansion of our LEG system into the growing Shelby Trough area of the Haynesville. The project will provide 750 MMcf/d of initial capacity with expansion potential up to 1.5 Bcf/d and includes a new lateral and additional compression facilities. It is expected to enter service in the second quarter of 2028.

The acquisition and the announced pipeline projects deepen Williams' exposure to long-term natural gas demand growth, including Gulf Coast LNG demand projected to increase by approximately 20 Bcf/d over the next 10 years. By combining Momentum's complementary footprint with Williams' existing infrastructure, the transaction enhances basin connectivity, broadens customer reach and creates additional opportunities to serve LNG, industrial and power demand, including future Transco expansions.

The transaction is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Advisors
BofA Securities acted as lead financial advisor to Williams. Truist Securities also acted as a financial advisor to Williams in connection with the transaction. Davis Polk & Wardwell is serving as Williams’ legal counsel on the transaction.

2026 Financial Guidance
The company now expects 2026 Adjusted EBITDA of $8.3 billion to $8.5 billion and growth capex between $7.3 billion and $7.9 billion. Including the pro-forma impact of Adjusted EBITDA from the Momentum acquisition for the last four quarters, Williams' updated leverage ratio midpoint for 2026 is now approximately 3.75x. Guidance for 2026 growth capex and debt-to-adjusted EBITDA excludes certain reimbursable long-lead equipment.

Williams Second-Quarter 2026 Materials to be Posted Shortly; Q&A Webcast Scheduled for Tomorrow
Williams' second-quarter 2026 earnings presentation will be posted at www.williams.com. The company's second-quarter 2026 earnings conference call and webcast with analysts and investors is scheduled for Tuesday, Aug. 4, at 9:30 a.m. Eastern Time (8:30 a.m. Central Time). Participants who wish to join the call by phone must register using the following link: https://register-conf.media-server.com/register/BIc62c79d5921d4e059ef7fd0f834cb2fa

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A webcast link to the conference call will be provided on Williams’ Investor Relations website. A replay of the webcast will be available on the website for at least 90 days following the event.

About Williams
Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.
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The Williams Companies, Inc.
Consolidated Statement of Income
(Unaudited)

Three Months Ended  
June 30,		Six Months Ended  
June 30,
2026202520262025
(Millions, except per-share amounts)
Revenues:
Service revenues$2,152 $2,041 $4,358 $4,044 
Service revenues – commodity consideration45 47 91 96 
Product sales762 657 1,899 1,715 
Net gain (loss) from commodity derivatives94 36 (265)(26)
  Total revenues
3,053 2,781 6,083 5,829 
Costs and expenses:
Product costs509 474 1,052 1,089 
Net processing commodity expenses6 4 21 32 
Operating and maintenance expenses597 572 1,162 1,114 
Depreciation, depletion, and amortization expenses
592 605 1,176 1,190 
General and administrative expenses
180 168 373 362 
Gain on sale of certain assets(12)— (194)— 
Other operating (income) expense – net
(1)13 (10)3 
  Total costs and expenses
1,871 1,836 3,580 3,790 
Operating income (loss)1,182 945 2,503 2,039 
Equity earnings (losses)159 142 320 297 
Other investing income (loss) – net134 4 158 12 
Interest expense(371)(350)(747)(699)
Other income (expense) – net32 16 58 30 
Income (loss) before income taxes1,136 757 2,292 1,679 
  Less: Provision (benefit) for income taxes260 174 504 367 
Net income (loss)876 583 1,788 1,312 
  Less: Net income (loss) attributable to noncontrolling interests
49 37 96 75 
Net income (loss) attributable to The Williams Companies, Inc.827 546 1,692 1,237 
  Less: Preferred stock dividends— — 1 1 
Net income (loss) available to common stockholders$827 $546 $1,691 $1,236 
Basic earnings (loss) per common share:
        Net income (loss) available to common stockholders
$.68 $.45 $1.38 $1.01 
        Weighted-average shares (millions)
1,224 1,222 1,223 1,221 
Diluted earnings (loss) per common share:
        Net income (loss) available to common stockholders
$.68 $.45 $1.38 $1.01 
        Weighted-average shares (millions)
1,225 1,224 1,226 1,224 



7

The Williams Companies, Inc.
Consolidated Balance Sheet
(Unaudited)
June 30,December 31,
20262025
(Millions, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents$203 $63 
Trade accounts and other receivables (net of allowance of ($1) at June 30, 2026 and December 31, 2025)
1,968 2,084 
Inventories335 314 
Assets held for sale 60 318 
Derivative assets159 209 
Other current assets and deferred charges398 256 
Total current assets3,123 3,244 
Investments4,515 4,559 
Property, plant, and equipment65,278 62,010 
Accumulated depreciation, depletion, and amortization(20,868)(20,014)
Property, plant, and equipment – net44,410 41,996 
Intangible assets – net
6,577 6,763 
Regulatory assets, deferred charges, and other1,985 2,011 
Total assets$60,610 $58,573 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$2,220 $2,224 
Liabilities held for sale 9 63 
Derivative liabilities127 135 
Other current liabilities1,518 1,639 
Commercial paper475 700 
Long-term debt due within one year2,197 1,345 
Total current liabilities6,546 6,106 
Long-term debt28,121 27,316 
Deferred income tax liabilities5,596 5,170 
Regulatory liabilities, deferred income, and other4,979 4,986 
Contingent liabilities and commitments
Equity:
Stockholders’ equity:
Preferred stock ($1 par value; 30 million shares authorized at June 30, 2026 and December 31, 2025; 35 thousand shares issued at June 30, 2026 and December 31, 2025)
35 35 
Common stock ($1 par value; 1,470 million shares authorized at June 30, 2026 and December 31, 2025; 1,262 million shares issued at June 30, 2026 and 1,261 million shares issued at December 31, 2025)
1,262 1,261 
Capital in excess of par value24,783 24,801 
Retained deficit(11,834)(12,237)
Accumulated other comprehensive income (loss)124 127 
Treasury stock, at cost (39 million shares at June 30, 2026 and December 31, 2025 of common stock)
(1,180)(1,180)
Total stockholders’ equity13,190 12,807 
Noncontrolling interests in consolidated subsidiaries2,178 2,188 
Total equity15,368 14,995 
Total liabilities and equity$60,610 $58,573 
8

The Williams Companies, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended  
June 30,
20262025
(Millions)
OPERATING ACTIVITIES:
Net income (loss)$1,788 $1,312 
Adjustments to reconcile to net cash provided (used) by operating activities:
Depreciation, depletion, and amortization1,176 1,190 
Provision (benefit) for deferred income taxes492 186 
Equity (earnings) losses(320)(297)
Distributions from equity-method investees448 412 
Gain on sale of certain assets(194)— 
Net unrealized (gain) loss from commodity derivative instruments83 (4)
Gain on disposition of equity-method investments(127)— 
Inventory write-downs12 4 
Amortization of stock-based awards39 49 
Cash provided (used) by changes in current assets and liabilities:
Accounts receivable106 301 
Inventories(32)(61)
Other current assets and deferred charges(23)(36)
Accounts payable(240)(265)
Other current liabilities(58)150 
Changes in current and noncurrent commodity derivative assets and liabilities(56)19 
Other, including changes in noncurrent assets and liabilities(115)(77)
Net cash provided (used) by operating activities2,979 2,883 
FINANCING ACTIVITIES:
Proceeds from (payments of) commercial paper – net(224)(454)
Proceeds from long-term debt2,790 2,994 
Payments of long-term debt(1,119)(975)
Payments for debt issuance costs(33)(26)
Proceeds from issuance of common stock8 5 
Common dividends paid(1,284)(1,221)
Dividends and distributions paid to noncontrolling interests(140)(131)
Contributions from noncontrolling interests32 19 
Other – net(79)(57)
Net cash provided (used) by financing activities(49)154 
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1)(3,193)(1,984)
Dispositions – net345 (40)
Proceeds from sale of business48 — 
Proceeds from disposition of equity-method investments6 — 
Purchases of and contributions to equity-method investments(91)(179)
Other – net95 9 
Net cash provided (used) by investing activities(2,790)(2,194)
Increase (decrease) in cash and cash equivalents140 843 
Cash and cash equivalents at beginning of year63 60 
Cash and cash equivalents at end of period$203 $903 
_________
(1) Increases to property, plant, and equipment$(3,347)$(2,041)
Changes in related accounts payable and accrued liabilities154 57 
Capital expenditures$(3,193)$(1,984)
9

Transmission, Power & Gulf
(UNAUDITED)
20252026
(Dollars in millions)1st Qtr2nd Qtr3rd Qtr4th QtrYear1st Qtr2nd QtrYear-to-date
Regulated interstate natural gas transportation, storage, and other revenues (1)
$873 $892 $930 $953 $3,648 $942 $917 $1,859 
Gathering, processing, storage and transportation revenues (1)
179 218 237 258 892 240 254 494 
Other fee revenues13 11 6 9 39 33 13 46 
Commodity margins14 17 16 21 68 18 13 31 
Operating and administrative costs (1)
(270)(286)(290)(296)(1,142)(282)(300)(582)
Other segment income (expenses) - net (1)
13 2 37 16 68 22 26 48 
Proportional Modified EBITDA of equity-method investments
36 37 37 37 147 37 36 73 
Modified EBITDA858 891 973 998 3,720 1,010 959 1,969 
Adjustments4 12 (26)— (10)— — — 
Adjusted EBITDA$862 $903 $947 $998 $3,710 $1,010 $959 $1,969 
Statistics for Operated Assets
Natural Gas Transmission (2)
Transcontinental Gas Pipe Line
Avg. daily transportation volumes (MMdth)15.9 14.0 14.9 15.0 15.0 16.0 14.1 15.1 
Avg. daily firm reserved capacity (MMdth) 20.8 20.6 20.6 21.0 20.8 21.0 20.6 20.8 
Northwest Pipeline LLC
Avg. daily transportation volumes (MMdth)3.0 2.4 2.4 2.6 2.6 2.7 2.0 2.4 
Avg. daily firm reserved capacity (MMdth) 3.7 3.7 3.7 3.7 3.7 3.7 4.0 3.9 
MountainWest (3)
Avg. daily transportation volumes (MMdth)3.7 3.1 3.3 3.5 3.4 3.2 3.0 3.1 
Avg. daily firm reserved capacity (MMdth)8.4 8.0 8.0 8.3 8.2 8.3 8.0 8.2 
Gulfstream - Non-consolidated (4)
Avg. daily transportation volumes (MMdth)1.0 1.3 1.4 1.1 1.2 1.0 1.3 1.2 
Avg. daily firm reserved capacity (MMdth) 1.4 1.4 1.4 1.4 1.4 1.4 1.4 1.4 
Gathering, Processing, and Crude Oil Transportation
Gathering volumes (Bcf/d)0.58 0.68 0.75 0.86 0.72 0.76 0.73 0.75 
Plant inlet natural gas volumes (Bcf/d)0.78 0.89 0.97 1.05 0.93 0.96 0.78 0.87 
NGL production (Mbbls/d)61 76 87 101 81 91 73 82 
NGL equity sales (Mbbls/d)10 15 12 16 13 12 9 11 
Crude oil transportation volumes (Mbbls/d)124 196 238 274 208 242 237 240 
(1) Excludes certain amounts associated with revenues and operating costs for tracked or reimbursable charges.
(2) Tbtu converted to MMdth at one trillion British thermal units = one million dekatherms.
(3) Includes 100% of the volumes associated with the operated equity-method investment White River Hub, LLC.
(4) Includes 100% of the volumes associated with the equity-method investment Gulfstream Natural Gas System, L.L.C.
10

Northeast G&P
(UNAUDITED)
20252026
(Dollars in millions)1st Qtr2nd Qtr3rd Qtr4th Qtr Year1st Qtr2nd QtrYear-to-date
Gathering, processing, transportation, and fractionation revenues (1)
$420 $419 $421 $418 $1,678 $418 $443 $861 
Other fee revenues35 37 36 37 145 36 39 75 
Commodity margins6 6 6 6 24 — — — 
Operating and administrative costs (1)
(106)(113)(114)(116)(449)(103)(109)(212)
Other segment income (expenses) - net— (2)(5)(3)(10)5 (1)4 
Proportional Modified EBITDA of equity-method investments159 154 161 166 640 168 168 336 
Modified EBITDA514 501 505 508 2,028 524 540 1,064 
Adjustments— — — — — — — — 
Adjusted EBITDA$514 $501 $505 $508 $2,028 $524 $540 $1,064 
Statistics for Operated Assets
Gathering and Processing
Consolidated (2)
Gathering volumes (Bcf/d)4.39 4.15 4.10 4.02 4.16 4.01 4.16 4.09 
Plant inlet natural gas volumes (Bcf/d)1.86 1.89 1.90 1.90 1.89 1.95 2.04 1.99 
NGL production (Mbbls/d)137 138 150 147 143 152 166 159 
NGL equity sales (Mbbls/d)1 1 2 1 1 — — — 
Non-consolidated (3)
Gathering volumes (Bcf/d)6.47 6.72 6.72 7.01 6.73 6.79 6.80 6.80 
Plant inlet natural gas volumes (Bcf/d)0.94 1.13 1.16 1.16 1.10 1.11 1.12 1.12 
NGL production (Mbbls/d)68 71 81 80 75 76 82 79 
NGL equity sales (Mbbls/d)5 4 2 1 3 2 3 3 
(1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.
(2) Includes volumes associated with Susquehanna Supply Hub, the Northeast JV, and Utica Supply Hub.
(3) Includes 100% of the volumes associated with operated equity-method investments, including the Laurel Mountain Midstream partnership, Blue Racer Midstream, and the Bradford Supply Hub and the Marcellus South Supply Hub within Appalachia Midstream Investments.

11

West
(UNAUDITED)
20252026
(Dollars in millions)1st Qtr2nd Qtr3rd Qtr4th QtrYear 1st Qtr2nd Qtr Year-to-date
Net gathering, processing, transportation, storage, and fractionation revenues (1)
$415 $426 $449 $474 $1,764 $478 $454 $932 
Other fee revenues8 5 6 8 27 7 7 14 
Commodity margins34 29 29 26 118 31 28 59 
Operating and administrative costs (1)
(152)(150)(150)(153)(605)(149)(166)(315)
Other segment income (expenses) - net11 (1)(3)(3)4 7 1 8 
Impairment or write-off of certain assets— — (25)(187)(212)(3)— (3)
Proportional Modified EBITDA of equity-method investments
38 32 36 36 142 36 35 71 
Modified EBITDA354 341 342 201 1,238 407 359 766 
Adjustments— — 25 187 212 3 — 3 
Adjusted EBITDA$354 $341 $367 $388 $1,450 $410 $359 $769 
Statistics for Operated Assets
Gathering and Processing
Gathering volumes (Bcf/d)5.69 5.94 6.14 6.56 6.09 6.37 6.03 6.20 
Plant inlet natural gas volumes (Bcf/d)1.52 1.69 1.72 1.78 1.68 1.76 1.69 1.73 
NGL production (Mbbls/d)83 102 103 105 99 103 118 110 
NGL equity sales (Mbbls/d)6 8 7 7 7 7 14 11 
NGL and Crude Oil Transportation volumes (Mbbls/d) (2)
310 292 294 281 294 269 299 284 
(1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.
(2) Includes 100% of the volumes associated with Overland Pass Pipeline Company (an operated equity-method investment), Rocky Mountain Midstream, and Bluestem pipelines.
12

Gas & NGL Marketing Services
(UNAUDITED)
20252026
(Dollars in millions)1st Qtr2nd Qtr3rd Qtr4th QtrYear 1st Qtr2nd QtrYear-to-date
Commodity margins$191 $(16)$6 $45 $226 $248 $12 $260 
Net unrealized gain (loss) from derivative instruments(3)(4)46 101 140 (192)120 (72)
Operating and administrative costs(39)(19)(14)(21)(93)(34)(18)(52)
Other segment income (expenses) - net— 1 — 1 2 — (1)(1)
Proportional Modified EBITDA of equity-method investments3 8 16 9 36 18 10 28 
Modified EBITDA152 (30)54 135 311 40 123 163 
Adjustments3 15 (43)(93)(118)187 (124)63 
Adjusted EBITDA$155 $(15)$11 $42 $193 $227 $(1)$226 
Statistics
Product Sales Volumes
Natural Gas (Bcf/d)7.27 6.17 6.52 6.34 6.57 6.73 5.52 6.12 
NGLs (Mbbls/d)182 170 174 215 185 205 185 195 
13

Other
(UNAUDITED)
20252026
(Dollars in millions)1st Qtr2nd Qtr3rd Qtr4th Qtr Year1st Qtr2nd Qtr Year-to-date
Service revenues$4 $4 $4 $4 $16 $4 $4 $8 
Net realized product sales153 146 151 166 616 138 125 263 
Net unrealized gain (loss) from derivative instruments(29)40 5 (6)10 (33)22 (11)
Operating and administrative costs(54)(76)(71)(82)(283)(63)(73)(136)
Other segment income (expenses) - net1 4 4 8 17 4 8 12 
Gain on sale of certain assets— — — — — 182 12 194 
Modified EBITDA75 118 93 90 376 232 98 330 
Adjustments29 (40)(3)7 (7)(149)(34)(183)
Adjusted EBITDA$104 $78 $90 $97 $369 $83 $64 $147 
Statistics
Net Product Sales Volumes
Natural Gas (Bcf/d)0.27 0.29 0.30 0.31 0.29 0.22 0.22 0.22 
NGLs (Mbbls/d)10 12 11 13 11 12 14 13 
Crude Oil (Mbbls/d)7 8 7 7 7 8 9 8 
14

Capital Expenditures and Investments
(UNAUDITED)
20252026
(Dollars in millions)1st Qtr2nd Qtr3rd Qtr4th QtrYear1st Qtr2nd QtrYear-to-date
Capital expenditures:
Transmission, Power & Gulf$369 $590 $660 $1,639 $3,258 $1,174 $1,668 $2,842 
Northeast G&P62 39 57 53 211 27 22 49 
West549 274 172 119 1,114 82 56 138 
Gas & NGL Marketing Services— 1 — — 1 — — — 
Other32 68 65 144 309 76 88 164 
Total (1)
$1,012 $972 $954 $1,955 $4,893 $1,359 $1,834 $3,193 
Purchases of and contributions to equity-method investments:
Transmission, Power & Gulf$— $— $— $313 $313 $18 $24 $42 
Northeast G&P10 10 12 6 38 11 38 49 
West— — 1 — 1 — — — 
Gas & NGL Marketing Services153 — — — 153 — — — 
Other— 6 — — 6 — — — 
Total$163 $16 $13 $319 $511 $29 $62 $91 
Summary:
Transmission, Power & Gulf$369 $590 $660 $1,952 $3,571 $1,192 $1,692 $2,884 
Northeast G&P72 49 69 59 249 38 60 98 
West549 274 173 119 1,115 82 56 138 
Gas & NGL Marketing Services153 1 — — 154 — — — 
Other32 74 65 144 315 76 88 164 
Total$1,175 $988 $967 $2,274 $5,404 $1,388 $1,896 $3,284 
Capital investments:
Increases to property, plant, and equipment$978 $1,063 $1,038 $2,296 $5,375 $1,593 $1,754 $3,347 
Purchases of businesses, net of cash acquired1 — — — 1 — — — 
Purchases of and contributions to equity-method investments163 16 13 319 511 29 62 91 
Purchases of other long-term investments1 3 2 1 7 2 14 16 
Total$1,143 $1,082 $1,053 $2,616 $5,894 $1,624 $1,830 $3,454 
(1) Increases to property, plant, and equipment
$978 $1,063 $1,038 $2,296 $5,375 $1,593 $1,754 $3,347 
Changes in related accounts payable and accrued liabilities34 (91)(84)(341)(482)(234)80 (154)
Capital expenditures$1,012 $972 $954 $1,955 $4,893 $1,359 $1,834 $3,193 
Contributions from noncontrolling interests$5 $14 $3 $14 $36 $— $32 $32 
Contributions in aid of construction$10 $16 $11 $14 $51 $16 $27 $43 
Proceeds from sale of certain assets$— $— $— $— $— $390 $12 $402 
Proceeds from sale of business$— $— $— $— $— $48 $— $48 
Proceeds from disposition of equity-method investments$— $— $— $— $— $— $6 $6 
15

Non-GAAP Measures
This news release and accompanying materials may include certain financial measures – adjusted EBITDA, adjusted income (“earnings”), adjusted earnings per share, available funds from operations and dividend coverage ratio – that are non-GAAP financial measures as defined under the rules of the SEC.

Our segment performance measure, modified EBITDA, is defined as net income (loss) before income (loss) from discontinued operations, income tax expense, net interest expense, equity earnings from equity-method investments, other net investing income, impairments of equity investments and goodwill, depreciation and amortization expense, and accretion expense associated with asset retirement obligations for nonregulated operations. We also add our proportional ownership share (based on ownership interest) of modified EBITDA of equity-method investments, including our indirect share from interests owned by equity-method investees.

Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from net income to determine adjusted income and adjusted earnings per share. Management believes this measure provides investors meaningful insight into results from ongoing operations.

Available funds from operations (AFFO) is defined as cash flow from operations excluding the effect of changes in working capital and certain other changes in noncurrent assets and liabilities, reduced by preferred dividends and net distributions to noncontrolling interests. AFFO may be adjusted to exclude certain items that we characterize as unrepresentative of our ongoing operations.

This news release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of assets and the cash that the business is generating.

Neither adjusted EBITDA, adjusted income, nor available funds from operations are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.
16

Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income
(UNAUDITED)
20252026
(Dollars in millions, except per-share amounts)1st Qtr2nd Qtr3rd Qtr4th QtrYear1st Qtr2nd QtrYear-to-date
Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders$690 $546 $646 $733 $2,615 $864 $827 $1,691 
Income (loss) from continuing operations - diluted earnings (loss) per common share (1)
$.56 $.45 $.53 $.60 $2.14 $.70 $.68 $1.38 
Adjustments:
Transmission, Power & Gulf
Transco rate case timing*$4 $11 $(15)$— $— $— $— $— 
Acquisition and transition-related costs*— 1 — — 1 — — — 
Net gain related to certain asset retirements*— — (11)— (11)— — — 
Total Transmission, Power & Gulf adjustments4 12 (26)— (10)— — — 
West
Impairment or write-off of certain assets— — 25 187 212 3 — 3 
Total West adjustments— — 25 187 212 3 — 3 
Gas & NGL Marketing Services
Impact of volatility on NGL linefill transactions*
— 11 3 8 22 (5)(4)(9)
Net unrealized (gain) loss from derivative instruments
3 4 (46)(101)(140)192 (120)72 
Total Gas & NGL Marketing Services adjustments3 15 (43)(93)(118)187 (124)63 
Other
Acquisition and transition-related costs*— — 2 1 3 — — — 
Net unrealized (gain) loss from derivative instruments
29 (40)(5)6 (10)33 (22)11 
Gain on sale of certain upstream assets— — — — — (182)(12)(194)
Total Other adjustments29 (40)(3)7 (7)(149)(34)(183)
Adjustments included in Modified EBITDA36 (13)(47)101 77 41 (158)(117)
Adjustments below Modified EBITDA
Gain on sale of Brazos investment, including additional (gain)/loss on consideration received— — — — — — (126)(126)
Transco rate case timing11 35 (46)— — — — — 
Our share of fair value change from Cogentrix investment— — — (153)(153)(2)— (2)
Amortization of intangible assets from 2021 Sequent acquisition5 4 5 4 18 3 2 5 
16 39 (41)(149)(135)1 (124)(123)
Total adjustments52 26 (88)(48)(58)42 (282)(240)
Less tax effect for above items(12)(6)20 12 14 (11)69 58 
Adjustments for tax-related items (2)
— — 25 (25)— — — — 
Adjusted income from continuing operations available to common stockholders$730 $566 $603 $672 $2,571 $895 $614 $1,509 
Adjusted income from continuing operations - diluted earnings per common share (1)
$.60 $.46 $.49 $.55 $2.10 $.73 $.50 $1.23 
Weighted-average shares - diluted (millions)1,225 1,224 1,225 1,226 1,225 1,226 1,225 1,226 
(1) The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding.
(2) The third quarter of 2025 includes an adjustment associated with an increase in our estimated deferred state income tax rate. The fourth quarter of 2025 includes an adjustment associated with a decrease in our estimated deferred state income tax rate.
*Amounts are included in Additional adjustments on the Reconciliation of Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO).
17

Reconciliation of "Net Income (Loss)" to “Modified EBITDA” and Non-GAAP “Adjusted EBITDA”
(UNAUDITED)
20252026
(Dollars in millions)1st Qtr2nd Qtr3rd Qtr4th QtrYear1st Qtr2nd QtrYear-to-date
Net income (loss)$729 $583 $683 $773 $2,768 $912 $876 $1,788 
Provision (benefit) for income taxes193 174 246 244 857 244 260 504 
Interest expense349 350 372 371 1,442 376 371 747 
Equity (earnings) losses(155)(142)(152)(311)(760)(161)(159)(320)
Other investing (income) loss - net(8)(4)(19)(11)(42)(24)(134)(158)
Proportional Modified EBITDA of equity-method investments
236 231 250 248 965 259 249 508 
Depreciation, depletion, and amortization expenses585 605 564 593 2,347 584 592 1,176 
Accretion expense associated with asset retirement obligations for nonregulated operations
24 24 23 25 96 23 24 47 
Modified EBITDA$1,953 $1,821 $1,967 $1,932 $7,673 $2,213 $2,079 $4,292 
Transmission, Power & Gulf$858 $891 $973 $998 $3,720 $1,010 $959 $1,969 
Northeast G&P514 501 505 508 2,028 524 540 1,064 
West354 341 342 201 1,238 407 359 766 
Gas & NGL Marketing Services152 (30)54 135 311 40 123 163 
Other75 118 93 90 376 232 98 330 
Total Modified EBITDA$1,953 $1,821 $1,967 $1,932 $7,673 $2,213 $2,079 $4,292 
Adjustments (1):
Transmission, Power & Gulf$4 $12 $(26)$— $(10)$— $— $— 
West— — 25 187 212 3 — 3 
Gas & NGL Marketing Services3 15 (43)(93)(118)187 (124)63 
Other29 (40)(3)7 (7)(149)(34)(183)
Total Adjustments$36 $(13)$(47)$101 $77 $41 $(158)$(117)
Adjusted EBITDA:
Transmission, Power & Gulf$862 $903 $947 $998 $3,710 $1,010 $959 $1,969 
Northeast G&P514 501 505 508 2,028 524 540 1,064 
West354 341 367 388 1,450 410 359 769 
Gas & NGL Marketing Services155 (15)11 42 193 227 (1)226 
Other104 78 90 97 369 83 64 147 
Total Adjusted EBITDA$1,989 $1,808 $1,920 $2,033 $7,750 $2,254 $1,921 $4,175 
(1) Adjustments by segment are detailed in the "Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income," which is also included in these materials.

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Reconciliation of Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO)
(UNAUDITED)
20252026
(Dollars in millions, except coverage ratios)1st Qtr2nd Qtr3rd Qtr4th QtrYear1st Qtr2nd QtrYear-to-date
Net cash provided (used) by operating activities$1,433 $1,450 $1,439 $1,576 $5,898 $1,603 $1,376 $2,979 
Exclude: Cash (provided) used by changes in:
Accounts receivable(82)(219)(83)603 219 (425)319 (106)
Inventories, including write-downs(29)86 4 (24)37 (52)72 20 
Other current assets and deferred charges40 (4)7 28 71 9 14 23 
Accounts payable29 236 94 (474)(115)194 46 240 
Other current liabilities70 (220)55 (75)(170)317 (259)58 
Changes in current and noncurrent commodity derivative assets and liabilities(4)(15)(58)(22)(99)138 (82)56 
Other, including changes in noncurrent assets and liabilities29 48 76 60 213 74 41 115 
Preferred dividends paid(1)— (1)(1)(3)(1)— (1)
Dividends and distributions paid to noncontrolling interests(69)(62)(66)(62)(259)(67)(73)(140)
Contributions from noncontrolling interests (1)
5 14 3 14 36 — — — 
Additional Adjustments (2)
24 3 (21)24 30 (20)(4)(24)
Available funds from operations$1,445 $1,317 $1,449 $1,647 $5,858 $1,770 $1,450 $3,220 
Common dividends paid$610 $611 $611 $610 $2,442 $642 $642 $1,284 
Coverage ratio:
Available funds from operations divided by Common dividends paid2.37 2.16 2.37 2.70 2.40 2.76 2.26 2.51 
(1) Beginning in the second quarter of 2026, contributions from noncontrolling interests are excluded from AFFO.
(2) See detail on Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income. The first quarter of 2025 also includes $20 million related to an expected distribution from an equity-method investee not received until early April. This amount is excluded from the second quarter of 2025. The fourth quarter of 2025 also includes $15 million related to an expected distribution from an equity‑method investee not received until early January 2026, and this amount is excluded from the first quarter of 2026.
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Reconciliation of Net Income (Loss) from Continuing Operations to Modified EBITDA, Non-GAAP Adjusted EBITDA and Cash Flow from Operating Activities to Available Funds from Operations (AFFO)
2026 Guidance
(Dollars in millions, except per-share amounts and coverage ratio)Midpoint
Net income (loss) from continuing operations$3,355 
Provision (benefit) for income taxes975 
Interest expense1,535 
Equity (earnings) losses(620)
Proportional Modified EBITDA of equity-method investments
990 
Depreciation, depletion, and amortization expenses and accretion for asset retirement obligations associated with nonregulated operations2,520 
Other(160)
Modified EBITDA$8,595 
EBITDA Adjustments(195)
Adjusted EBITDA$8,400 
Net income (loss) from continuing operations$3,355 
Less: Net income (loss) attributable to noncontrolling interests and preferred dividends220 
Net income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders$3,135 
Adjustments:
Adjustments included in Modified EBITDA(1)
(195)
Adjustments below Modified EBITDA (1)
(115)
Allocation of adjustments to noncontrolling interests— 
Total adjustments(310)
Less tax effect for above items 80 
Adjusted income from continuing operations available to common stockholders$2,905 
Adjusted income from continuing operations - diluted earnings per common share$2.35 
Weighted-average shares - diluted (millions)1,237 
Available Funds from Operations (AFFO):
Net cash provided by operating activities (net of changes in working capital, changes in current and noncurrent derivative assets and liabilities, and changes in other, including changes in noncurrent assets and liabilities)$6,730 
Preferred dividends paid(3)
Dividends and distributions paid to noncontrolling interests(328)
Additional adjustments(1)
(24)
Available funds from operations (AFFO)$6,375 
AFFO per common share$5.15 
Common dividends paid$2,585 
Coverage Ratio (AFFO/Common dividends paid)2.47x
(1) Includes items of income or loss that we characterize as unrepresentative of our ongoing operations.
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Forward-Looking Statements
The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcomes of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we expect, believe, or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

•Levels of dividends to Williams' stockholders;

•Future credit ratings of Williams and its affiliates;

•Amounts and nature of future capital expenditures;

•Expansion and growth of business and operations;

•Expected in-service dates for capital projects;

•Financial condition and liquidity;

•Business strategy;

•Cash flow from operations or results of operations;

•Rate case filings;

•Seasonality of certain business components;

•Natural gas, natural gas liquids, and crude oil prices, supply, and demand;

•Demand for services.

Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
•Availability of supplies, market demand, and volatility of prices;

•Development and rate of adoption of alternative energy sources;

•The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as our ability and the ability of other energy companies with whom we conduct or seek to conduct business, to obtain necessary permits and approvals, and our ability to achieve favorable rate proceeding outcomes;
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•Exposure to the credit risk of customers and counterparties;

•Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our facilities, and consummate asset sales on acceptable terms;

•The ability to successfully identify, evaluate, and timely execute on our capital projects and investment opportunities;

•The strength and financial resources of our competitors and the effects of competition;

•The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;

•The ability to effectively execute our financing plan;

•Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social, and governance practices;

•The physical and financial risks associated with climate change;

•The impacts of operational and developmental hazards and unforeseen interruptions;

•The risks resulting from outbreaks or other public health crises;

•Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;

•Acts of terrorism, cybersecurity incidents, and related disruptions;

•Costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

•Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction-related inputs, including skilled labor;

•Inflation, interest rates, tariffs on foreign-made materials and goods (including steel and steel pipes) necessary to conduct our business, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);

•Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;

•The ability of the members of the Organization of Petroleum Exporting Countries and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production;

•Changes in the current geopolitical situation;

•Changes in U.S. governmental administration and policies;

•Whether we are able to pay current and expected levels of dividends;

•Additional risks described in our filings with the Securities and Exchange Commission (SEC).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking
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statements. We disclaim any obligations to, and do not intend to, update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see (a) Part I, Item IA. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026, and (b) Part II, Item IA. Risk Factors in subsequent Quarterly Reports on Form 10-Q.




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