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Close of Nov 06, 2026 · end-of-day data
WMB 8-K filings, explained
Every material Form 8-K Williams Companies has filed with the SEC since June 30, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Williams Companies filed a prospectus supplement covering the resale by selling securityholders of up to 26,874,496 shares of its common stock. The company does not receive proceeds from these resales, and the filing is a routine registration step that adds to the number of shares that may be sold into the market.
Up to 26,874,496 shares of common stock, par value $1.00 per share, covered by the prospectus supplement filed November 2, 2026
Shares are being resold by selling securityholders under Form S-3 registration statement File No. 333-299764
Davis Polk & Wardwell LLP opinion on share validity filed as Exhibit 5.1
Williams Companies reported third-quarter 2026 GAAP net income of $699 million, or $0.56 per diluted share, representing an 8% increase compared to the third quarter of 2025. Adjusted EBITDA rose 6% year-over-year to $2.039 billion, supported by higher service revenues and ongoing infrastructure expansion projects. The company remains on track to achieve the upper half of its full-year 2026 Adjusted EBITDA guidance range of $8.3 billion to $8.5 billion.
GAAP net income reached $699 million, or $0.56 per diluted share, up 8% from $646 million in the third quarter of 2025.
Adjusted EBITDA increased by $119 million, or 6%, to $2.039 billion compared to $1.920 billion in the third quarter of 2025.
Available funds from operations (AFFO) grew 10% to $1.589 billion, resulting in a dividend coverage ratio of 2.42x.
The company reaffirmed its full-year 2026 Adjusted EBITDA guidance range of $8.3 billion to $8.5 billion, tracking toward the upper half.
On September 10, 2026, Williams Companies completed a registered offering of four series of senior unsecured notes, with maturities from 2029 to 2056. The filing discloses the principal amounts, interest rates and redemption terms, and it attaches the supplemental indenture as an exhibit. The filing describes the debt sale without stating how the proceeds will be used.
Four series: $500 million 5.000% notes due 2029, $1.0 billion 5.600% notes due 2033, $750 million 5.800% notes due 2036 and $500 million 6.400% notes due 2056.
Interest is paid semi-annually; the 2029 notes first pay on April 15, 2027, and the other series first pay on March 15, 2027.
The notes were issued under a Form S-3 registration statement and a Fourteenth Supplemental Indenture dated September 10, 2026, with The Bank of New York Mellon Trust Company, N.A. as trustee.
Williams Companies director Michael A. Creel notified the company on August 17, 2026 that he will not stand for reelection and will retire from the Board when his current term expires. The filing states his decision is not the result of any disagreement with the company on operations, policies, or practices.
Michael A. Creel notified the company on August 17, 2026 of his decision.
He will not stand for reelection at the 2027 Annual Meeting of Stockholders and will retire upon expiration of his current term.
The filing states the decision is not due to any disagreement with the company.
Williams reported second-quarter 2026 GAAP net income of $827 million, or $0.68 per diluted share, up 51% from a year earlier, and raised its 2026 Adjusted EBITDA guidance midpoint by $200 million to $8.4 billion. The company also agreed to acquire Momentum Midstream for up to $5.5 billion, which would expand its Haynesville natural gas footprint and is subject to customary closing conditions, including Hart-Scott-Rodino clearance.
Q2 2026 GAAP net income $827 million ($0.68 per diluted share), up 51% vs. Q2 2025; Adjusted EBITDA $1.921 billion, up 6%
Adjusted net income $614 million ($0.50 per diluted share), up 8% vs. Q2 2025
2026 Adjusted EBITDA guidance now $8.3 billion to $8.5 billion, midpoint raised by $200 million to $8.4 billion
Momentum Midstream deal valued at up to $5.5 billion (about $3.5 billion cash and debt, roughly $2 billion Williams equity); earnings call Tuesday, Aug. 4, 9:30 a.m. Eastern
Williams Companies (NYSE: WMB) appointed Lloyd W. "Billy" Helms, Jr. and Robb E. Turner as independent directors effective July 1, 2026, increasing the board from ten to twelve members. The company says both bring extensive energy industry experience, and the board will have 11 independent members out of 12.
Helms, former president of EOG Resources, Inc., will serve on the Compensation and Management Development Committee and the Environmental, Health and Safety Committee.
Turner, chairman of The Madava Group and Revenant Energy and co-founder of ArcLight Capital Partners, will serve on the Audit Committee and the Governance and Sustainability Committee.
Each new non-employee director will receive a $130,000 annual cash retainer and a $200,000 annual equity retainer in restricted stock units, with the 2026 equity awards subject to a mandatory one-year deferral.
Williams and its subsidiaries Northwest Pipeline and Transco entered a Second Amended and Restated Credit Agreement on May 19, 2026, allowing up to $3.75 billion of borrowing, with a five-year initial term. They also signed a separate $1.0 billion 364-day credit agreement with Citibank as administrative agent. The filing describes these as general corporate facilities that can fund working capital, acquisitions, and capital expenditures, and it sets debt-to-EBITDA limits that shareholders can watch.
Second Amended and Restated Credit Agreement dated May 19, 2026, with Wells Fargo as administrative agent: up to $3.75 billion in aggregate, $500 million sublimit each for Northwest and Transco, and a possible increase of $500 million, capp
Initial five-year term, with up to two one-year extensions to as late as the seventh anniversary of the effective date.
364-Day Credit Agreement with Citibank, N.A. as administrative agent: up to $1.0 billion, $100 million sublimit each for Northwest and Transco, and a possible increase of $150 million, capped at $1.15 billion.
Covenants require debt to EBITDA of no greater than 5.00 to 1.00, rising to 5.50 to 1.00 after acquisitions of $25 million or more, and debt to capitalization of no greater than 65% for Transco and Northwest.
Williams reported unaudited first-quarter 2026 results, with GAAP net income of $864 million, or $0.70 per diluted share, up from $690 million, or $0.56, a year earlier. Adjusted EBITDA rose 13% to $2.254 billion, and the company said it is on track to deliver Adjusted EBITDA in the upper half of its 2026 guidance range of $8.05 billion to $8.35 billion, while raising its 2026 dividend by 5%.
GAAP net income of $864 million ($0.70 per diluted share) vs. $690 million ($0.56) in Q1 2025
Adjusted EBITDA of $2.254 billion, up $265 million or 13% year over year
2026 Adjusted EBITDA guidance of $8.05 billion to $8.35 billion maintained; 2026 dividend of $2.10 annualized, up 5% from $2.00 in 2025
Gain of $182 million from the January 2026 sale of South Mansfield upstream interests; net unrealized derivative losses of $193 million reduced the net income gain
At its April 28, 2026 annual meeting, Williams stockholders approved an amendment that raises the shares issuable under the 2007 Incentive Plan from 50,000,000 to 85,000,000 and removes the plan expiration date. All ten director nominees were elected to one-year terms, and the company's auditor, Ernst & Young LLP, was ratified for fiscal 2026. The votes give shareholders a record of how they voted on pay, equity plans and board composition.
Stockholders approved raising the Incentive Plan's issuable shares from 50,000,000 to 85,000,000, effective April 28, 2026.
Stockholders approved raising the Employee Stock Purchase Plan's issuable shares from 5,200,000 to 7,200,000 and extending its term six years.
All ten director nominees were elected to one-year terms; Stephen W. Bergstrom received 930,781,739 votes for and 55,362,318 against.
Ernst & Young LLP was ratified as independent auditor for the year ending December 31, 2026, with 1,034,329,205 votes for.
Alan S. Armstrong, Executive Board Chair, resigned from Williams' Board effective the end of March 23, 2026, to accept appointment as a U.S. Senator for Oklahoma, and was sworn in March 24, 2026. The Board elected Stephen W. Bergstrom as Chairman and reduced its size from 12 to 11 directors, and the company modified Armstrong's 2024 and 2025 performance-based equity awards, with an estimated aggregate value of approximately $2.8 million.
Armstrong resigned from the Board effective end of day March 23, 2026; sworn in as U.S. Senator March 24, 2026
Stephen W. Bergstrom, Independent Lead Director, re-elected Board Chairman; Board size decreases from 12 to 11
Armstrong's retirement date accelerated to March 23, 2026, from July 1, 2026; estimated award value approximately $2.8 million at $73.60 stock price and target performance
Williams reported unaudited 2025 results showing higher net income, earnings per share and revenue than in 2024, with total revenues of $11.95 billion versus $10.503 billion. The company also set 2026 Adjusted EBITDA guidance of $8.05 billion to $8.35 billion and raised its annualized dividend 5% to $2.10, which signals expected growth but also reflects a $212 million impairment charge for 2025.
GAAP net income was $2.615 billion, or $2.14 per diluted share, up 18% from 2024
Adjusted EBITDA was $7.75 billion for 2025, up $670 million or 9% from 2024
2026 Adjusted EBITDA guidance is $8.05 billion to $8.35 billion, up 6% at the midpoint versus 2025
Annualized dividend rises 5% to $2.10 for 2026 from $2.00 in 2025
Williams Companies completed a registered offering of $2.75 billion in senior unsecured notes on January 8, 2026, comprising $500 million of additional 5.650% notes due 2033, $1.25 billion of 5.150% notes due 2036 and $1 billion of 5.950% notes due 2056. The filing describes standard indenture terms, including covenants limiting liens and asset sales and optional redemption rights, and does not report any effect on the company's earnings or guidance.
Total offering of $2.75 billion across three tranches, completed January 8, 2026.
New 2033 Notes of $500 million are an add-on to $750 million of 5.650% notes issued March 2, 2023, and trade interchangeably with them.
Interest on the 2033 Notes is paid March 15 and September 15, beginning March 15, 2026; interest on the 2036 and 2056 Notes begins September 15, 2026.
Notes were issued under a Form S-3 registration statement and a prospectus supplement dated January 5, 2026.
Northwest Pipeline LLC, a Williams subsidiary, entered a Credit Agreement with PNC Bank, National Association, as administrative agent, and borrowed $250 million on December 1, 2025. The proceeds are being used to refinance its 7.125% senior notes due December 1, 2025, with the rest available for working capital, acquisitions, capital expenditures and general corporate purposes. The agreement requires a debt-to-capitalization ratio of no greater than 65%, tested each fiscal quarter.
$250 million borrowed as term loans on December 1, 2025
Term loans mature on the third anniversary of the December 1, 2025 effective date
Interest is based on Term SOFR or the Alternate Base Rate, plus an applicable rate tied to senior unsecured debt ratings
Debt-to-capitalization covenant of no greater than 65%, tested at the end of each fiscal quarter
Transcontinental Gas Pipe Line Company, an indirect wholly owned subsidiary of Williams Companies, completed a private offering on November 20, 2025 of $1.0 billion of 5.100% senior notes due 2036 and $700 million of 5.750% senior notes due 2056. The notes are senior unsecured obligations, so the filing adds new debt for the subsidiary, and the filing does not state how the proceeds will be used.
$1.0 billion of 5.100% senior notes due March 15, 2036, priced at 99.936% of par
$700 million of 5.750% senior notes due March 15, 2056, priced at 99.413% of par
Interest is paid semi-annually from March 15, 2026; notes rank equally with other senior unsecured debt
Company agreed to complete an exchange offer within 365 days after November 20, 2025
Williams reported third-quarter 2025 results with adjusted EBITDA of $1.920 billion, up 13% from a year earlier, and total revenues of $2.923 billion, up from $2.653 billion. GAAP net income available to common stockholders fell to $646 million, or $0.53 per diluted share, from $705 million, or $0.58, a year earlier, and the company reaffirmed its 2025 adjusted EBITDA guidance midpoint of $7.75 billion while raising its 2025 growth capital budget by $500 million.
Adjusted EBITDA was $1.920 billion, up $217 million or 13% from third quarter 2024; adjusted EPS was $0.49, up 14%.
GAAP net income was $646 million ($0.53 per diluted share), down from $705 million ($0.58) a year earlier, including a $25 million compression asset write-off.
Cash flow from operations rose 16% to $1.439 billion; AFFO rose 13% to $1.449 billion.
2025 adjusted EBITDA guidance midpoint of $7.75 billion was reaffirmed; 2025 growth capex was increased by $500 million to between $3.95 billion and $4.25 billion for the Louisiana LNG project with Woodside Energy.
Williams reported second-quarter 2025 GAAP net income of $546 million, or $0.45 per diluted share, compared with $401 million, or $0.33 per share, a year earlier. The company raised the midpoint of its 2025 Adjusted EBITDA guidance by $50 million to $7.75 billion, citing Transco expansion projects and new Gulf volumes. For shareholders, the higher guidance and a dividend increase to $2.00 for 2025 indicate improved expected earnings and returns.
GAAP net income was $546 million, or $0.45 per diluted share, versus $401 million, or $0.33, in second-quarter 2024.
Adjusted EBITDA was $1.808 billion, up $141 million or 8% from second-quarter 2024.
2025 Adjusted EBITDA guidance midpoint raised by $50 million to $7.75 billion, within a range of $7.6 billion to $7.9 billion.
Dividend increased 5.3% on an annualized basis to $2.00 in 2025 from $1.90 in 2024.
On June 30, 2025, Williams completed a registered offering of $750 million of 4.625% Senior Notes due 2030 and $750 million of 5.300% Senior Notes due 2035, totaling $1.5 billion. The notes are senior unsecured obligations and carry covenants limiting liens and certain mergers or asset sales, which adds long-term debt to the company's balance sheet.
Offering: $750 million of 4.625% notes due 2030 and $750 million of 5.300% notes due 2035
2030 notes pay interest semi-annually on June 30 and December 30, starting December 30, 2025
2035 notes pay interest semi-annually on March 30 and September 30, starting September 30, 2025
Company may redeem the 2030 notes before May 30, 2030 and the 2035 notes before June 30, 2035 at a make-whole premium
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Williams Companies filing is on SEC EDGAR ↗. 8-K briefs of other companies →