Williams Companies 10-K 2025-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

The Williams Companies, Inc.

Transcontinental Gas Pipe Line Company, LLC

Northwest Pipeline LLC

(Exact Name of Registrant as Specified in Its Charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

The aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second quarter was approximately:

The number of shares outstanding of the registrant’s common stock outstanding at February 19, 2026 was:

DOCUMENTS INCORPORATED BY REFERENCE

Both Transcontinental Gas Pipe Line Company, LLC and Northwest Pipeline LLC meet the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instructions I(2) of Form 10-K.

This combined Form 10-K is separately filed by The Williams Companies, Inc., Transcontinental Gas Pipe Line Company, LLC, and Northwest Pipeline LLC. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

FORM 10-K

TABLE OF CONTENTS

DEFINITIONS

The following is a listing of certain abbreviations, acronyms, and other industry terminology that may be used throughout this Form 10-K.

Measurements:

Barrel or Bbl: One barrel of petroleum products that equals 42 U.S. gallons

Mbbls/d: One thousand barrels per day

Bcf : One billion cubic feet of natural gas

Bcf/d: One billion cubic feet of natural gas per day

MMcf/d: One million cubic feet of natural gas per day

British Thermal Unit (Btu): A unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit

MMBtu: One million British thermal units

Dekatherms (Dth): A unit of energy equal to one million British thermal units

Mdth/d: One thousand dekatherms per day

MMdth: One million dekatherms or approximately one trillion British thermal units

MMdth/d: One million dekatherms per day

Government and Regulatory:

EPA: Environmental Protection Agency

Exchange Act, the: Securities and Exchange Act of 1934, as amended

FERC: Federal Energy Regulatory Commission

SEC: Securities and Exchange Commission

Securities Act, the: Securities Act of 1933, as amended

Other:

Note: References to numerical notes refer to the Combined Notes to Financial Statements*.*

EBITDA: Earnings before interest, taxes, depreciation, depletion, and amortization

Fractionation: The process by which a mixed stream of natural gas liquids is separated into constituent products, such as ethane, propane, and butane

GAAP: U.S. generally accepted accounting principles

LNG: Liquefied natural gas; natural gas which has been liquefied at cryogenic temperatures

MVC: Minimum volume commitments

NGLs: Natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels, and gasoline additives, among other applications.

Equity NGL margins: NGL revenues less Btu replacement cost, plant fuel, transportation, and fractionation

Registrants: The Williams Companies, Inc. (Williams), and Williams’ wholly owned subsidiaries Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP) are each individually referred to as a Registrant and collectively as the Registrants.

Appalachia Midstream Investments: Williams’ equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale region

Crowheart Acquisition: On November 1, 2024, Williams closed on the acquisition of Crowheart Energy, LLC, resulting in more than a 90 percent ownership interest in certain crude oil and natural gas properties in the Wamsutter basin in Wyoming. Prior to this acquisition, Williams held a 75 percent undivided interest in each well’s working interest.

Discovery Acquisition: On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery Producer Services, LLC (Discovery) which operates a natural gas gathering and transportation system in the Gulf of America and processing and fractionation facilities in Louisiana, along with certain other assets.

DJ Basin Acquisitions: On November 30, 2023, Williams closed on the acquisition of 100 percent of Cureton Front Range, LLC (Cureton) (Cureton Acquisition) and also closed on the acquisition of the remaining 50 percent interest in Rocky Mountain Midstream Holdings LLC (RMM) (RMM Acquisition), both of which operate midstream assets in the Denver-Julesberg (DJ) Basin.

Gulf Coast Storage Acquisition: On January 3, 2024, Williams closed on the acquisition of 100 percent of both Hartree Cardinal Gas, LLC and Hartree Natural Gas Storage, LLC (collectively, “Hartree”), which own natural gas storage facilities and pipelines in Louisiana and Mississippi.

MountainWest Acquisition: On February 14, 2023, Williams closed on the acquisition of 100 percent of MountainWest Pipelines Holding Company (MountainWest), which includes FERC-regulated interstate natural gas pipeline systems and natural gas storage capacity.

PART I

This report includes information for multiple registrants, specifically The Williams Companies, Inc. (Williams), as well as Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP) both of which are wholly owned subsidiaries of Williams (collectively, the Registrants). References to subsidiaries by name, including equity-method investees, Transco, and NWP, refer exclusively to those businesses and operations.

General

Williams is an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Williams has operations in 11 supply areas that provide natural gas gathering and processing (G&P), transmission and storage services; NGL fractionation, transportation, and storage services; and marketing services to approximately 800 customers. Williams owns an interest in and operates over 32,000 miles of pipelines in 24 states and in the Gulf of America, 35 natural gas processing facilities, 9 NGL fractionation facilities, approximately 23 million barrels of NGL storage capacity, and 423 Bcf of natural gas storage capacity, and delivers natural gas that is used every day for clean-power generation, heating, and industrial use.

Williams was founded in 1908, originally incorporated under the laws of the state of Nevada in 1949 and reincorporated under the laws of the state of Delaware in 1987. Its common stock trades on the New York Stock Exchange under the symbol “WMB.” Its operations are located in the United States. Williams’ headquarters are located in Tulsa, Oklahoma, with other major offices in Houston, Texas; Pittsburgh, Pennsylvania; and Salt Lake City, Utah.

Transco owns and operates an approximately 9,600-mile natural gas pipeline system extending from Texas, Louisiana, Mississippi and the Gulf of America through Alabama, Georgia, South Carolina, North Carolina, Virginia, Maryland, Delaware, Pennsylvania and New Jersey to the New York City metropolitan area. The system serves customers in Texas and the 12 southeast and Atlantic seaboard states mentioned above, including major metropolitan areas in Georgia, Washington D.C., Maryland, North Carolina, New York, New Jersey, and Pennsylvania. Transco’s principal business is the interstate transportation of natural gas, which is regulated by the FERC.

NWP owns and operates an approximately 3,900-mile natural gas pipeline system, extending from the San Juan basin in northwestern New Mexico and southwestern Colorado through Colorado, Utah, Wyoming, Idaho, Oregon, and Washington to a point on the Canadian border near Sumas, Washington. The system serves customers in Washington, Oregon, Idaho, Wyoming, Nevada, Utah, Colorado, New Mexico, California, and Arizona, either directly or indirectly through interconnections with other pipelines. NWP’s principal business is the interstate transportation of natural gas, which is regulated by FERC.

Service Assets, Customers, and Contracts

Key variables for Williams’ businesses will continue to be:

• Obstacles to Williams’ construction and expansion efforts, including delays or denials of necessary permits and opposition to hydrocarbon-based energy development;

• Producer drilling activities impacting natural gas supplies supporting Williams’ gathering and processing volumes;

• Retaining and attracting customers by continuing to provide reliable services;

• Revenue growth associated with additional infrastructure either completed or currently under construction;

• Prices impacting Williams’ commodity-based activities;

• Disciplined growth in Williams’ service areas.

Natural Gas Gathering and Processing Assets

Williams’ gathering, treating, and processing operations are presented within the Transmission, Power & Gulf; Northeast G&P; and West reporting segments, as described under the heading “Business Segments.”

Williams’ gathering systems receive natural gas from producers’ crude oil and natural gas wells and gather these volumes to gas processing, treating, or redelivery facilities. Typically, natural gas, in its raw form, is not acceptable for transportation in major interstate natural gas pipelines or for commercial use as a fuel. Williams’ treating facilities remove water vapor, carbon dioxide, and other contaminants, and collect condensate. Williams is generally paid a fee based on the volume of natural gas gathered and/or treated, generally measured in the Btu heating value.

In addition, natural gas contains various amounts of NGLs, which generally have a higher value when separated from the natural gas stream. Williams’ processing plants extract the NGLs, which include ethane, primarily used in the petrochemical industry; propane, used for heating, fuel, and also in the petrochemical industry; and, normal butane, isobutane, and natural gasoline, primarily used by the refining industry.

Williams’ gas processing services generate revenues primarily from the following types of contracts:

• Fee-based: A cash fee is received based on the volume of natural gas processed, generally measured in the Btu heating value. A portion of Williams’ fee-based processing revenue includes a share of the margins on the NGLs produced. For the year ended December 31, 2025, approximately 93 percent of NGL production volumes were under fee-based contracts.

• Noncash commodity-based: Gas is also processed under primarily two types of commodity-based contracts, keep-whole and percent-of-liquids, where consideration for services is received in the form of NGLs. For a

keep-whole arrangement Williams replaces the Btu content of the retained NGLs with natural gas purchases, also known as shrink replacement gas. For a percent-of-liquids arrangement, Williams delivers an agreed-upon percentage of the extracted NGLs and retains the remainder. Retained NGLs, referred to as equity NGL production, are then sold. Per-unit NGL margins are calculated based on sales of these equity volumes at the processing plants. For the year ended December 31, 2025, approximately 7 percent of NGL production volumes were under noncash commodity-based contracts.

Generally, Williams’ gathering and processing agreements are long-term agreements, with terms ranging from month-to-month to the life of the producing lease. Williams has certain gas gathering and processing agreements with MVC, whereby the customer is obligated to pay a contractually determined fee based on any shortfall between the actual gathered and processed volumes and the MVC for a stated period.

Demand for gas gathering and processing services is dependent on producers’ drilling activities, which is impacted by the strength of the economy, commodity prices, and the resulting demand for natural gas by manufacturing and industrial companies and consumers. Williams’ gathering, treating, and processing businesses do not have material direct exposure to crude oil prices. Williams’ on-shore natural gas gathering and processing businesses are substantially focused on gas-directed drilling basins rather than crude oil, with a broad diversity of basins and customers served. Declines in crude oil drilling would be expected to result in less associated natural gas production, which could drive more demand for natural gas produced from gas-directed basins served.

During 2025, Williams’ facilities gathered and processed gas for approximately 253 customers. The top ten customers accounted for approximately 55 percent of gathering and processing fee revenues and NGL margins from noncash commodity-based agreements. Williams believes counterparty credit concerns in its gathering and processing businesses are significantly mitigated by the physical nature of Williams’ services, where gathering oc

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FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENT

FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The reports, filings, and other public announcements of Williams, Transco, and NWP 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 and Section 21E of the 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. Williams, Transco, and NWP make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995, as applicable.

All statements, other than statements of historical facts, included in this report that address activities, events, or developments that Williams, Transco, and NWP 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 Transco, NWP, and 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 Williams’, Transco’s, and NWP’s 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 the ability and the ability of other energy companies with whom Williams, Transco, and NWP conduct or seek to conduct business, to obtain necessary permits and approvals, and the ability to achieve favorable rate proceeding outcomes;

• Exposure to the credit risk of customers and counterparties;

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

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

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

• The amount of cash distributions from and capital requirements of Williams’ investments and joint ventures in which Williams participates;

• The ability of Williams to effectively execute on its 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 facilities;

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

• Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans, and Transco’s and NWP’s allocations regarding the same;

• Changes in maintenance and construction costs, as well as the 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 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 (OPEC) 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 Williams is able to pay current and expected levels of dividends;

• Additional risks described in Williams’, Transco’s, and NWP’s SEC filings.

Given the uncertainties and risk factors that could cause Williams’, Transco’s, and NWP’s actual results to differ materially from those contained in any forward-looking statement, Williams, Transco, and NWP caution investors not to unduly rely on these forward-looking statements. Williams, Transco, and NWP 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 actual results to differ, the factors listed above and referred to below may cause Williams’, Transco’s, and NWP’s intentions to change from those statements of intention set forth in this report.

Such changes in intentions may also cause results to differ. Williams, Transco, and NWP may change intentions, at any time and without notice, based upon changes in such factors, assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, Williams, Transco, and NWP 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. These factors are described in the following section.

Summary of Risk Factors

You should carefully consider the following risk factors in addition to the other information in this report. Each of these factors could adversely affect Williams’, Transco’s, and NWP’s businesses, prospects, financial condition, results of operations, cash flows, and, in some cases, reputation. The occurrence of any of such risks could also adversely affect the value of an investment in securities. These factors are summarized below and described in more detail following the summary.

Risks Related to Business

• The business, operating results, and financial condition of Williams’, Transco’s, and NWP’s natural gas transportation and midstream businesses are dependent on the continued availability of natural gas supplies in the supply basins and dema

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Not applicable.

Management for Williams, Transco, and NWP recognizes the increasing volume and sophistication of cyber threats and takes its responsibility to protect the information and systems under its purview seriously. Management’s cybersecurity processes aim to provide a comprehensive approach to assess, identify, and manage material risks arising from these cybersecurity threats.

Comprehensive Cybersecurity Program**:** Management has implemented a comprehensive cybersecurity risk management program (Cybersecurity Program) that is aligned with the National Institute for Standards and Technology Cybersecurity Framework. The Cybersecurity Program provides a risk-based approach to cybersecurity, and security controls are tailored so that cost-effective controls can be applied commensurate with the risk and sensitivity of specific information systems, control systems, and enterprise data. The Cybersecurity Program incorporates best practices and industry standards from multiple sources and is designed to comply with applicable regulations. The Cybersecurity Program includes, but is not limited to, the following elements: risk assessment, policies and procedures, contract management, training and awareness, auditing, compliance monitoring and testing, table-top exercises, and incident response.

Integration with Overall Risk Management**:** Management’s cybersecurity processes have been integrated into the overall risk management system and processes. Management considers cybersecurity threat risks alongside other company risks as part of its overall risk assessment process. Cybersecurity risk professionals collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.

Engagement of Third Parties**:** Management often engages with specialized third-party assessors, consultants, auditors, and other experts to review, validate, and enhance its cybersecurity practices. Third-party independent assessments provide an external perspective on management’s cybersecurity posture, allowing it to leverage best practices from the industry and ensure its defenses remain robust. All third parties engaged for such processes are subjected to rigorous scrutiny to ensure the third parties meet management’s security standards.

Oversight of Third-party Service Providers**:** Management acknowledges the potential risks associated with the use of third-party service providers. Therefore, management has established processes to oversee and identify material cybersecurity risks that may be associated with third-party service providers with whom it engages. This includes conducting thorough, risk-based due diligence before onboarding, performing security assessments, and confirming adherence to management’s cybersecurity requirements. Management also maintains active communication channels with these providers to stay informed about any potential security incidents or concerns.

Disclosure of Risks**:** Management describes how risks from cybersecurity threats could materially affect its business strategy, results of operations, or financial condition, as part of its risk factor disclosures at Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K. To date, Williams has not experienced any cybersecurity threats or incidents that have resulted in a material adverse effect on our business strategy, results of operations, or financial condition. However, management continues to monitor and assess risks that could have a material impact in the future.

Management is committed to continually enhancing its cybersecurity processes and practices to address the dynamic nature of the threats it faces and to ensure the security and integrity of its systems and data.

Cybersecurity Governance

Cybersecurity is an important part of the risk management processes and an area of focus for the Board of Directors and management. Each member of Williams’ organization, which includes Transco and NWP, from facility operators to board members, has a responsibility to safeguard the organization’s cybersecurity. The Chief Information Security Officer (CISO) collaborates with internal stakeholders to develop, implement and maintain the Cybersecurity Program, ensuring that the program addresses the evolving cybersecurity risk landscape. The CISO also engages with executive leadership to ensure that cybersecurity remains integrated with Williams’ overall risk management and strategic objectives.

The Board of Directors oversees cybersecurity-related policy and strategy. As part of this oversight, the CISO provides a cybersecurity dashboard that is reviewed by the Board annually, which includes key performance indicators for cybersecurity process maturity, operational performance, and enterprise performance toward TSA compliance. Additionally, the Audit Committee, comprised of independent directors, reviews the implementation and effectiveness of cybersecurity risk management protocol as part of the company’s accounting and internal control policies. As part of this oversight, the Chief Information Officer (CIO) presents to the Audit Committee bi-annually, as well as periodically in conjunction with any internal audits related to cybersecurity.

Management has implemented processes and controls designed to prevent, detect, mitigate, and remediate cybersecurity incidents, ensuring ongoing protection of the company’s systems and data. Additionally, management has protocols by which cybersecurity incidents that meet established reporting thresholds are escalated internally and, where appropriate, are reported to the Board, as well as ongoing updates regarding any such incident until it has been addressed.

Williams’ CIO, who joined the company in February 2025, brings over 20 years of experience in information technology and leadership within the energy industry. He has extensive expertise in digital transformation, cloud strategies, enterprise artificial intelligence initiatives, and cybersecurity, as well as managing large-scale system implementations and integrations. He holds an Executive Master of Business Administration from the University of Texas at San Antonio, a Master of Computer Science and Engineering from the University of Texas at Arlington, and a Bachelor of Information Science and Engineering from Bangalore University.

Williams’ CISO joined the company in November 2025, bringing significant experience in cybersecurity and operational technology leadership within the energy industry. He holds a Bachelor of Science in Management Information Systems from Kansas State University and is a Certified Information Systems Security Professional. His expertise spans operational technology security, infrastructure management, and cybersecurity operations. At Williams, he is responsible for the company’s cybersecurity strategy and execution, ensuring robust protection of systems and data in a dynamic threat environment.

Please read “Business” for a description of the location and general character of Williams’ principal physical properties. Williams generally owns its facilities in fee simple, although a substantial portion of our pipeline and gathering facilities is constructed and maintained pursuant to rights-of-way, easements, permits, licenses, or consents on and across properties owned by others.

Transco

Transco’s gas pipeline facilities are generally owned in fee simple. However, a substantial portion of such facilities is constructed and maintained pursuant to rights-of-way, easements, permits, licenses or consents on and across properties owned by others. Compressor stations, with appurtenant facilities, are located in whole or in part either on lands owned or on sites held under leases or permits issued or approved by public authorities. Transco’s storage facilities are either owned or contracted for under long-term leases or easements. Transco leases its company offices in Houston, Texas.

NWP

NWP’s gas pipeline facilities are generally owned in fee simple. However, a substantial portion of such facilities are constructed and maintained on and across properties owned by others pursuant to rights-of-way, easements, permits, licenses or consents. NWP’s compressor stations, with associated facilities, are located in whole or in part upon lands owned by them and upon sites held under leases or permits issued or approved by public authorities. Land owned by others, but used by NWP under rights-of-way, easements, permits, leases, licenses, or consents, includes land owned by private parties, federal, state, and local governments, quasi-governmental agencies, or Native American tribes. The Plymouth LNG facility is located on lands owned in fee simple by NWP. Various credit arrangements restrict the sale or disposal of a major portion of our pipeline system. NWP leases its company offices in Salt Lake City, Utah.

Environmental

Certain reportable legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment are described below. While it is not possible for Williams to predict the final outcome of the proceedings that are still pending, it does not anticipate a material effect on its consolidated financial position if it received an unfavorable outcome in any one or more of such proceedings. Williams’ threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

Other environmental matters called for by this Item are described under the caption “Environmental Matters” in Note 18 – Contingencies and Commitments included under Part II, Item 8. Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.

Other Litigation

The additional information called for by this Item is provided in Note 18 – Contingencies and Commitments included under Part II, Item 8. Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.

Not applicable.

Information About Williams’ Executive Officers

The name, title, age, period of service, and recent business experience of each of Williams’ executive officers as of February 24, 2026, are listed below.

PART II

Williams’ common stock is listed on the New York Stock Exchange under the symbol “WMB.” At the close of business on February 19, 2026, Williams had 5,329 holders of record of common stock.

Transco and NWP are indirectly wholly owned by Williams.

Cash distributions declared and paid to Williams are as follows:

Share Repurchase Program

In September 2021, Williams’ Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion. Repurchases may be made from time to time in the open market, by block purchases, in privately negotiated transactions, or in such other manner as determined by management. Williams will also determine the timing and amount of any repurchases based on market conditions and other factors. The share repurchase program does not obligate Williams to acquire any particular amount of common stock, and it may be suspended or discontinued at any time. This share repurchase program does not have an expiration date. Williams’ purchases of its equity securities are as follows:

Performance Graph

Set forth below is a line graph comparing Williams’ cumulative total stockholder return on common stock (assuming reinvestment of dividends) with the cumulative total return of the S&P 500 Stock Index, the Bloomberg Americas Pipelines Index, and the Arca Natural Gas Index for the period of five fiscal years commencing January 1, 2021. The Bloomberg Americas Pipelines Index is composed of Enbridge Inc., TC Energy Corporation, Kinder Morgan, Inc., Keyera Corp., ONEOK, Inc., Cheniere Energy, Inc., Pembina Pipeline Corporation, Plains GP Holdings LP, Targa Resources Corp., and Williams. The Arca Natural Gas Index is comprised of 20 highly capitalized companies in the natural gas industry involved primarily in natural gas exploration and production and natural gas pipeline transportation and transmission. The graph below assumes an investment of $100 at the beginning of the period.

General

Williams is an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Its operations are located in the United States.

Williams’ interstate natural gas pipeline strategy is to create value by maximizing the utilization of its pipeline capacity by providing high-quality, low-cost transportation of natural gas to large and growing markets. Williams’ gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC. As such, Williams’ rates and charges for the transportation of natural gas in interstate commerce; the extension, expansion, or abandonment of jurisdictional facilities; and accounting, among other things, are subject to regulation. The rates are established primarily through the FERC’s ratemaking process, but Williams may also negotiate rates with its customers pursuant to the terms of its tariffs and FERC policy. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of the cost of service is recovered through firm capacity reservation charges in transportation rates.

The ongoing strategy of Williams’ midstream operations is to safely and reliably operate large-scale midstream infrastructure where its assets can be fully utilized and drive low per-unit costs. Williams focuses on consistently attracting new business by providing highly reliable service to its customers. These services include natural gas gathering and processing, treating, compression and storage; NGL fractionation, transportation and storage; and crude oil production handling and transportation, as well as marketing services for NGL, crude oil, and natural gas.

Consistent with the manner in which Williams’ CODM evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented within the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services. All remaining business activities, including upstream operations and corporate activities, are included in Other. See Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies for a full description of each segment.

Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to Williams’ current continuing operations and should be read in conjunction with the financial statements and combined notes thereto included in Part II, Item 8. Financial Statements and Supplementary Data of this report.

Dividends

In December 2025, Williams paid a regular quarterly dividend of $0.500 per share. On January 27, 2026, Williams’ board of directors approved a regular quarterly dividend of $0.525 per share payable on March 30, 2026.

Management’s Discussion and Analysis (Continued)

Overview of Year Ended December 31, 2025

Net income (loss) attributable to The Williams Companies, Inc. for the year ended December 31, 2025, increased $393 million compared to the year ended December 31, 2024. Further discussion of the results is found in this report in the Results of Operations.

Recent Developments

Transco FERC Rate Case Filing

On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in rates and to comply with the terms of the settlement of its prior rate case. On September 30, 2024, the FERC issued an order accepting and suspending Transco’s general rate filing to be effective March 1, 2025, subject to refund and the outcome of hearing procedures established by the FERC. The order also accepted rate decreases for certain services to be effective as of October 1, 2024. During the third quarter of 2025, Transco reached an agreement in principle with its customers and the other participants to settle all aspects of the rate case and has accrued a related liability for rate refunds. Transco filed with the FERC in October 2025 for approval of the settlement. On December 30, 2025, the FERC approved the settlement which will become effective March 1, 2026.

Power Innovation Projects

Williams continues to pursue projects to support the power demands created by new data center and industrial development in power grid-constrained markets, including agreements with a large, investment-grade company to provide onsite natural gas and power generation infrastructure. See Expansion Projects for further discussion.

Sale of Mid-Continent Gathering Assets

In December 2025, Williams’ management approved a plan to sell certain gas gathering assets in the Mid-Continent region. These operations were designated as held for sale at December 31, 2025 and an impairment, within the West segment, has been recognized for 2025.

Sale of South Mansfield Upstream Interests

In October 2025, Williams entered into an agreement to sell its interests in certain upstream ventures in the South Mansfield area of the Haynesville Shale region, included in Other, for consideration of $398 million with additional contingent consideration to possibly be received through 2029. The transaction closed in January 2026, and Williams expects to recognize a gain in the first quarter of 2026.

Investments in Louisiana LNG and Driftwood Pipeline Projects

In October 2025, Williams closed on various agreements with the same counterparty to acquire a 10 percent equity-method investment in Louisiana LNG, which is developing a fully permitted LNG export facility, and an 80 percent interest in Driftwood Pipeline, which is constructing a fully permitted greenfield pipeline, Line 200, connecting to multiple other pipelines, including Transco and Louisiana Energy Gateway, to supply the LNG facility. Williams will be the operator of the pipeline. The total initial purchase price was $378 million, and both investments will require additional capital to fund further construction. Williams will also manage the gas supply for the LNG facility and purchase approximately 10 percent of the LNG produced.

Saber Asset Purchase

In June 2025, Williams acquired 100 percent of Saber Midstream, LLC (Saber). The acquisition, which was accounted for as an asset purchase, included cash consideration of $47 million and the retention of $113 million of Saber’s debt, which was separately repaid in full within the same month. Saber operates a gas gathering system in the Haynesville Shale region in the West segment.

Management’s Discussion and Analysis (Continued)

Cogentrix Investment

In March 2025, Williams purchased a minority interest in Cogentrix for $153 million, which is accounted for as an equity-method investment within the Gas & NGL Marketing Services segment. Cogentrix owns interests in 11 natural gas power plants (see Note 8 – Investing Act

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Interest Rate Risk

Williams’ current interest rate risk exposure, inclusive of subsidiaries, is related primarily to its debt portfolio. The debt portfolio is primarily comprised of fixed rate debt, which mitigates the impact of fluctuations in interest rates. Any borrowings under the credit facility and any issuances under Williams’ commercial paper program could be at a variable interest rate and could expose it to the risk of increasing interest rates. The maturity of Williams’ long-term debt portfolio is partially influenced by the expected lives of its operating assets. Williams may utilize interest rate derivative instruments to hedge interest rate risk associated with future debt issuances (see Note 13 – Debt and Banking Arrangements).

The tables below provide information by maturity date about the interest rate risk-sensitive instruments as of December 31, 2025 and 2024. The tables exclude unamortized debt issuance costs and net unamortized debt premium (discount) as disclosed in Note 13 – Debt and Banking Arrangements. See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for the methods used in determining the fair value of Williams’ long-term debt.

(1) The weighted-average interest rate for the $250 million NWP term loan as of December 31, 2025 was approximately 4.69 percent.

(2) The weighted-average interest rate for commercial paper as of December 31, 2025 and 2024 was 3.85 percent and 4.6 percent, respectively.

Transco

At December 31, 2025 and 2024, Transco’s debt portfolio included only fixed rate debt, which mitigates the impact of fluctuations in interest rates. Any borrowings under the credit facility would be at a variable interest rate and would expose it to the risk of increasing interest rates. The following tables provide Transco’s information by maturity date about the interest rate risk-sensitive instruments, as of December 31, 2025 and 2024. The tables exclude unamortized debt issuance costs and net unamortized debt premium (discount) as disclosed in Note 13 – Debt and Banking Arrangements. See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for the methods used in determining the fair value of Transco’s long-term debt.

NWP

At December 31, 2025 and 2024, NWP’s debt portfolio included fixed rate debt and 2025 also included a variable-rate term loan. Any borrowings under the credit facility would be at a variable interest rate and would further expose it to the risk of increasing interest rates. The following tables provide NWP’s information by maturity date about the interest rate risk-sensitive instruments, as of December 31, 2025 and 2024. The tables exclude unamortized debt issuance costs and net unamortized debt premium (discount) as disclosed in Note 13 – Debt and Banking Arrangements. See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for the methods used in determining the fair value of NWP’s long-term debt.