Item 7.01. Regulation FD Disclosure. On September 8, 2026, The Williams Companies, Inc. (the “Company”) issued a press release announcing that it had priced the Offering (as defined below). A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.…
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.
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On September 8, 2026, The Williams Companies, Inc. (the “Company”) issued a press release announcing that it had priced the Offering (as defined below). A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K and Exhibit 99.1 attached hereto are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On September 8, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Schedule 1 thereto, with respect to the offering and sale in an underwritten public offering (the “Offering”) of $500 million aggregate principal amount of its 5.000% Senior Notes due 2029 (the “2029 Notes”), $1.0 billion aggregate principal amount of its 5.600% Senior Notes due 2033 (the “2033 Notes”), $750 million aggregate principal amount of its 5.800% Senior Notes due 2036 (the “2036 Notes”) and $500 million aggregate principal amount of its 6.400% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, the 2033 Notes and the 2036 Notes, the “Notes”). The Underwriting Agreement is filed as Exhibit 1.1 to this report.
The Offering has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-277232) of the Company (the “Registration Statement”) and the prospectus supplement dated September 8, 2026 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on September 9, 2026. The Offering is expected to close on September 10, 2026. The legal opinion of Gibson, Dunn & Crutcher LLP related to the Offering pursuant to the Registration Statement is filed as Exhibit 5.1 to this report.
The Notes will be issued pursuant to an Indenture, dated as of December 18, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fourteenth Supplemental Indenture (the “Supplemental Indenture”), to be dated as of September 10, 2026, between the Company and the Trustee. The Notes will each be represented by a global security, the applicable forms of which are included as exhibits to the Supplemental Indenture. The form of Supplemental Indenture and the forms of the Notes are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Filed exhibits (2)
EX-4.1 (by filename) d113424dex41.htm
EX-4.1
3
d113424dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
THE WILLIAMS COMPANIES, INC.
And
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Trustee
FOURTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 10, 2026
To
INDENTURE
Dated as of December 18, 2012
5.000% Senior Notes due 2029
5.600% Senior Notes due 2033
5.800% Senior Notes due 2036
6.400% Senior Notes due 2056
TABLE OF CONTENTS
Page
Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1
Section 1.01 Definitions; Rules of Construction 1
Section 1.02 Relationship with Base Indenture 6
Section 1.03 Effect of Headings and Table of Contents 7
Section 1.04 Successors and Assigns …
EX-99.1
5
d113424dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Williams (NYSE: WMB)
One Williams Center
Tulsa, OK 74172
800-Williams
www.williams.com
DATE: September 8, 2026
MEDIA: INVESTOR CONTACTS:
media@williams.com Caroline Sardella Ashley Mitchell
(800) 945-8723 (918) 230-9992
(918) 240-6082
Williams Prices $2.75 Billion of Senior Notes
Williams (NYSE: WMB) announced today that it has priced a public offering of $500 million of its 5.000% Senior Notes due 2029 at a price of
99.931 percent of par, $1.0 billion of its 5.600% Senior Notes due 2033 at a price of 99.999 percent of par, $750 million of its 5.800% Senior Notes due 2036 at a price of 99.819 percent of par, and $500 million of its
6.400% Senior Notes due 2056 at a price of 99.800 percent of par. The expected settlement date for the offering is September 10, 2026, subject to the satisfaction of customary closing conditions.
Williams intends to use the net proceeds of the offering to repay its outstanding commercial paper and for other general corporate purposes, including funding
capital expenditures.
C…
