Williams Companies (WMB) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A44 rewritten13 added22 removed437 unchanged
All filing items1,923 rewritten905 added645 removed3,863 unchanged
Summary
counted, not written
- Item 1A lists 36 risk factor headings: 1 new, 3 reworded and 32 unchanged since FY2024. 3 headings from FY2024 no longer appear.
- Sentence by sentence, 905 added, 645 removed, 1,923 rewritten and 3,863 unchanged across 18 items that differ.
New Item 1A headings (1)
- Williams, Transco, and NWP may not be able to grow or effectively manage growth, including the pursuit and operational implementation of power innovation projects.
Removed Item 1A headings (3)
- Williams, Transco, and NWP may not be able to grow or effectively manage growth.
- Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social and governance practices may impose additional costs or risks.
- The natural gas sales, transportation, and storage operations of Williams’, Transco’s, and NWP’s natural gas pipelines are subject to regulation by the FERC, which could have an adverse impact on their ability to establish transportation and storage rates that would allow them to recover the full cost of operating their respective pipelines and storage assets, including a reasonable rate of return.
Reworded Item 1A headings (3)
- Prices for natural gas, NGLs, oil, [added: LNG,] and other commodities are volatile, and this volatility has and could continue to adversely affect Williams’ financial condition, results of operations, cash flows, access to capital, and ability to maintain or grow its business.
- Williams, Transco, and NWP [added: may] face opposition to the operation and expansion of pipelines and facilities from various individuals and
[removed: groups.][added: groups or face increased scrutiny from various stakeholders with respect to environmental, social and governance practices.] - The operation of Williams’, Transco’s, and NWP’s businesses might be adversely affected by regulatory proceedings, [added: including FERC proceedings;] changes in government regulations or in their interpretation or
[removed: implementation,][added: implementation;] or the introduction of new laws or regulations applicable to Williams’, Transco’s, and NWP’s businesses or customers.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
44 rewritten, 13 added, 22 removed, 437 unchanged
- Prices for natural gas, NGLs, oil, [added: LNG,] and other commodities are volatile, and this volatility has and could continue to adversely affect Williams’ financial condition, results of operations, cash flows, access to capital, and ability to maintain or grow its business.
- Williams, Transco, and NWP [added: may] face opposition to the operation and expansion of pipelines and facilities from various individuals and [removed: groups.][added: groups or face increased scrutiny from various stakeholders with respect to environmental, social and governance practices.]
- Williams, Transco, and NWP may not be able to grow or effectively manage [removed: growth.][added: growth, including the pursuit and operational implementation of power innovation projects.]
- Williams’, Transco’s, and NWP’s operations are subject to operational [added: risks and] hazards that might result in unforeseen interruptions.
- Restrictions in Williams’, Transco’s, and NWP’s debt agreements and the amount of [added: their] indebtedness may affect [added: their] future financial and operating flexibility.
- The operation of Williams’, Transco’s, and NWP’s businesses might be adversely affected by regulatory proceedings, [added: including FERC proceedings,] changes in government regulations or in their interpretation or implementation, or the introduction of new laws or regulations applicable to Williams’, Transco’s, and NWP’s businesses or customers.
Prices for natural gas, NGLs, oil, [added: LNG,] and other commodities are volatile, and this volatility has and could continue to adversely affect Williams’ financial condition, results of operations, cash flows, access to capital, and ability to maintain or grow its business.
Williams’ revenues, operating results, future rate of growth, and the value of certain components of its business depend primarily upon the prices of natural gas, NGLs, oil, [added: LNG,] or other commodities, and the differences between prices of these commodities, and could be materially adversely affected by an extended period of low commodity prices or a decline in commodity prices.
The markets for natural gas, NGLs, oil, [added: LNG,] and other commodities are likely to continue to be volatile.
- Imbalances in supply and demand whether rising from worldwide or domestic supplies of and demand for natural gas, NGLs, oil, [added: LNG,] and related commodities;
However, Williams’, Transco’s, and NWP’s credit [added: procedures and policies cannot completely eliminate customer and counterparty credit risk.]
Williams’, Transco’s, and NWP’s customers and counterparties include industrial customers, local distribution companies, natural gas producers, and marketers whose creditworthiness may be suddenly and disparately impacted by, among other factors, commodity price volatility, deteriorating energy market conditions, and public and regulatory opposition to [removed: energy producing activities.]
Williams, Transco, and NWP [added: may] face opposition to the operation and expansion of pipelines and facilities from various individuals and [removed: groups.][added: groups or face increased scrutiny from various stakeholders with respect to environmental, social and governance practices.]
Williams, Transco, and NWP may not be able to grow or effectively manage [removed: growth.][added: growth, including the pursuit and operational implementation of power innovation projects.]
Additional risks associated with construction may include the inability to obtain rights-of-way, skilled labor, equipment, materials, permits, and other required inputs in a timely manner such that projects are completed, on time or at all, and the risk that construction cost overruns, including due to inflation or the imposition of tariffs on foreign-made materials and [added: goods (including steel and steel pipes) necessary to conduct business, could cause total project costs to exceed budgeted costs.]
Some of these competitors may expand or construct transportation and storage systems that would [added: serve the same markets as Transco and NWP or] create additional competition for natural gas supplies or the services provided to customers.
[added: Any new pipelines could] offer transportation services that are more desirable to shippers because of locations, facilities, [added: rates,] or other factors.
Transco and NWP are aware of proposals by competitors to expand pipeline capacity in certain markets Transco and NWP also [removed: serve, which, if the proposed projects proceed, could increase the competitive pressure upon Transco and NWP.][added: serve.]
[removed: Although] [added: Additionally, although] other services are priced at cost-based rates that are subject to adjustment in rate cases, under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a “negotiated rate” that may be above or below the FERC regulated cost-based rate for that service.
[removed: If Williams’, Transco’s, and NWP’s] businesses [removed: are unable to adequately diversify or otherwise mitigate such supplier concentration risks, and such risks were realized, such businesses] could be subject to reduced revenues and increased expenses, which could have a material adverse effect on Williams’, Transco’s, and NWP’s financial condition, results of operations, and cash flows.
For the year ended December 31, [removed: 2024,] [added: 2025,] Transco’s largest customer was [removed: Dominion Energy, Inc.,] [added: Duke Energy Corporation,] which accounted for approximately [removed: 7] [added: 9] percent of its operating revenue, and NWP’s largest customer was Puget Sound Energy, Inc., which accounted for approximately 31 percent of its operating revenue.
[removed: Companies] [added: Additionally, companies] across all industries [removed: are facing increasing] [added: have faced and may continue to face] scrutiny from stakeholders related to their environmental, social and governance (“ESG”) practices.
[removed: Regardless of the industry, investors’ increased focus] [added: Focus] and activism related to ESG (as proponents or opponents) and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
Williams, Transco, and NWP adopted certain practices as highlighted in Williams’ [removed: 2023] [added: 2024] Sustainability Report, including with respect to air emissions, biodiversity and land use, climate [added: change, and environmental stewardship.]
While Williams believes that it maintains appropriate information security policies, practices, and protocols, Williams regularly faces cybersecurity and other security threats to its information technology infrastructure, including risks that may be enhanced through the use of artificial intelligence, which could include threats to operational industrial control systems and safety systems that [added: operate its pipelines, plants, and assets.]
Williams, Transco, and NWP depend upon third-party pipelines and other facilities that provide delivery options to and from their pipelines and storage facilities for the benefit of their [removed: customers.][added: customers that is outside Williams’ Transco’s, and NWP’s control.]
[removed: Demand for natural gas and other fuels could] vary significantly from Williams’ expectations depending on the nature and location of its facilities and pipeline systems and the terms of the natural gas transportation arrangements relative to demand created by unusual weather patterns.
Williams’, Transco’s, and NWP’s loss of any of these rights, through their inability to renew right-of-way contracts [added: or otherwise, could have a material adverse effect on their businesses, financial condition, results of operations, and cash flows.]
The timing and amount of the funding requirements under the defined benefit pension plans depend upon a number of factors that [removed: Williams’] [added: Williams] controls, including changes to pension plan benefits, as well as factors outside of Williams’ control, such as asset returns, interest rates, and changes in pension laws.
Downgrades of Williams’, Transco’s, and NWP’s credit ratings increase [added: the] cost of borrowing and could require Williams, Transco, and NWP to provide collateral to their counterparties, negatively impacting available liquidity.
Williams’ total outstanding long-term debt (including current portion and commercial paper) as of December 31, [removed: 2024,] [added: 2025,] was [removed: $26.9] [added: $29.4] billion, including the long-term debt of Transco and NWP.
The total outstanding long-term debt (including current portion) as of December 31, [removed: 2024,] [added: 2025,] for Transco and NWP was [removed: $5.2] [added: $5.9] billion and [removed: $582] [added: $748] million, respectively.
- Require Williams, Transco, and NWP to dedicate a substantial portion of their cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, [added: acquisitions, the payments of dividends, general corporate purposes or limited liability company purposes, as applicable, or other purposes;]
In an effort to manage Williams’ financial exposure related to commodity price and market fluctuations, Williams has entered, and may in the future enter [removed: into] [added: into,] contracts to hedge certain risks associated with its assets and operations.
[removed: While] Williams [removed: attempts to manage counterparty credit risk within guidelines established by its credit policy, Williams] may not be able to successfully manage all credit risk and as such, future cash flows and results of operations could be impacted by counterparty default.
As a result, certain financial institutions, funds, and other sources [added: of capital have restricted or eliminated their investment in certain market segments of fossil-fuel related energy.]
The operation of Williams’, Transco’s, and NWP’s businesses might be adversely affected by regulatory proceedings, [added: including FERC proceedings;] changes in government regulations or in their interpretation or [removed: implementation,] [added: implementation;] or the introduction of new laws or regulations applicable to Williams’, Transco’s, and NWP’s businesses or customers.
Both the shippers on Williams’, Transco’s, and NWP’s pipelines and regulators have rights [removed: to challenge the rates charged under certain circumstances.]
In addition, Williams, Transco, and NWP cannot predict the outcome of any of these inquiries or whether these inquiries will lead to additional legal proceedings against them, [removed: civil] or [removed: criminal fines and/or penalties, or] other regulatory action, including legislation, which might be materially adverse to the operation of Williams’, Transco’s, and NWP’s businesses and results of operations or increase their operating costs in other ways.
Private parties, including the owners of properties through which Williams’, Transco’s, and NWP’s pipeline and gathering systems pass and facilities where their wastes are taken for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with [added: environmental laws and regulations or for personal injury or property damage arising from their operations.]
- Changes in the current geopolitical situation;
- Geopolitical turmoil in producing regions;
energy producing activities.
Further, Williams has invested in several power innovation projects and continues to evaluate power innovation projects related to data center growth.
Additional risks associated with identifying, evaluating, and executing on power innovation projects may include accurately predicting future power needs of data centers due to rapidly changing technology and market dynamics, which could result in underutilized or stranded assets; managing the potential power demand; obtaining or constructing power generation sources, including sourcing turbines and batteries and maintaining other transmission capabilities to meet potential load growth from any data center customer; financing the capital investment needed to build and maintain the necessary infrastructure to support data center development; managing community opposition; managing the possible environmental impact of power innovation projects, and evaluating and complying with evolving regulations related to data center development.
Risks associated with construction are similar to those described above for other capital projects, including obtaining long-lead specialized equipment and materials, such that projects are completed, on time or at all, and the risk that construction cost overruns, including due to inflation or the imposition of tariffs on foreign-made materials and goods necessary to conduct business, could cause total project costs to exceed budgeted costs.
Williams’ behind the meter power generation projects require the constant, reliable production of electricity, which if not met, may result in contractual penalties and reputational damage, among other consequences.
If realized, any of these risks could have an adverse impact on Williams’ financial condition, results of operations, including the possible impairment of assets, or cash flows.
If Williams’, Transco’s, and NWP’s businesses are unable to adequately diversify or otherwise mitigate such supplier concentration risks, and such risks were realized, such
Demand for natural gas and other fuels could
While Williams attempts to manage counterparty credit risk within guidelines established by its credit policy,
to challenge the rates charged under certain circumstances.
In addition, the steps Williams, Transco and
- Changes in the current geopolitical situation, including the Russian invasion of Ukraine and conflicts in the Middle East;
- Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social and governance practices may impose additional costs or risks.
- The natural gas sales, transportation, and storage operations of Williams’, Transco’s, and NWP’s natural gas pipelines are subject to regulation by the FERC, which could have an adverse impact on their ability to establish transportation and storage rates that would allow them to recover the full cost of operating their respective pipelines and storage assets, including a reasonable rate of return.
- Geopolitical turmoil in the Middle East, Eastern Europe, and other producing regions;
procedures and policies cannot completely eliminate customer and counterparty credit risk.
goods (including steel and steel pipes) necessary to conduct business, could cause total project costs to exceed budgeted costs.
In a number of key markets, interstate pipelines are now facing competitive pressure from other major pipeline systems, enabling local distribution companies and end users to choose a transmission provider based on considerations other than location.
Other entities could construct new pipelines or expand existing pipelines that could potentially serve the same markets as Transco’s and NWP’s pipeline systems.
Any such new pipelines could
These new pipelines could charge rates or provide service to locations that would result in greater net profit for shippers and producers, and thereby force Transco and NWP to lower the rates charged for service on their pipelines to extend existing transportation service agreements or to attract new customers.
Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social and governance practices may impose additional costs or risks.
Investor advocacy groups, institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
change, and environmental stewardship.
operate its pipelines, plants, and assets.
Because Williams, Transco, and NWP do not own these third-party pipelines or other facilities, their continuing operation is not within Williams’, Transco’s or NWP’s control.
or otherwise, could have a material adverse effect on their businesses, financial condition, results of operations, and cash flows.
Additionally, Transco has a debt covenant in one series of its notes restricting its ability and that of its subsidiaries to guarantee certain indebtedness.
acquisitions, the payments of dividends, general corporate purposes or limited liability company purposes, as applicable, or other purposes;
of capital have restricted or eliminated their investment in certain market segments of fossil-fuel related energy.
The natural gas sales, transportation, and storage operations of Williams’, Transco’s, and NWP’s natural gas pipelines are subject to regulation by the FERC, which could have an adverse impact on their ability to establish transportation and storage rates that would allow them to recover the full cost of operating their respective pipelines and storage assets, including a reasonable rate of return.
environmental laws and regulations or for personal injury or property damage arising from their operations.
with skill development, including with the workforce needs associated with projects and ongoing operations.
An excerpt. Shown here: 40 of 44 rewritten, all 13 added and all 22 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
298 rewritten, 164 added, 195 removed, 359 unchanged
[removed: | [Results] [added: Transco - Results] of [removed: Operations](#ia9d582e1309b45f49a948c31465b7385_406) | | | [65](#ia9d582e1309b45f49a948c31465b7385_406) | | |][added: Operations]
| [removed: [Management](#ia9d582e1309b45f49a948c31465b7385_490)[’](#ia9d582e1309b45f49a948c31465b7385_490)[s] [added: [Management’s] Discussion and Analysis of Financial Condition and [removed: Liquidity](#ia9d582e1309b45f49a948c31465b7385_490)] [added: Liquidity](#ia8714cb68fad43b68c214d21884dc24d_517)] | | | [removed: [83](#ia9d582e1309b45f49a948c31465b7385_490)] [added: [83](#ia8714cb68fad43b68c214d21884dc24d_517)] | | |
As such, Williams’ rates and charges for the transportation of natural gas in interstate [removed: commerce, and] [added: commerce;] the extension, [removed: expansion] [added: expansion,] or abandonment of jurisdictional [removed: facilities] [added: facilities;] and accounting, among other things, are subject to regulation.
These services include natural gas [removed: gathering,] [added: 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’ [removed: chief operating decision maker] [added: CODM] evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented within the following reportable segments: [removed: Transmission] [added: Transmission, Power] & [removed: Gulf of America,] [added: Gulf;] Northeast [removed: G&P, West,] [added: G&P; West;] and Gas & NGL Marketing Services.
All remaining business activities, including upstream [removed: operations, certain new energy ventures,] [added: operations] and corporate activities, are included in Other.
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 [added: combined] notes thereto included in Part II, Item [removed: 8 of this report.][added: 8.]
In December [removed: 2024,] [added: 2025,] Williams paid a regular quarterly dividend of [removed: $0.4750] [added: $0.500] per share.
On January [removed: 28, 2025,] [added: 27, 2026,] Williams’ board of directors approved a regular quarterly dividend of [removed: $0.5000] [added: $0.525] per share payable on March [removed: 31, 2025.][added: 30, 2026.]
Overview of Year Ended December 31, [removed: 2024][added: 2025]
*Net income (loss) attributable to The Williams Companies, Inc.* for the year ended December 31, [removed: 2024, decreased $954] [added: 2025, increased $393] million compared to the year ended December 31, [removed: 2023.][added: 2024.]
On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in [removed: rates.][added: rates and to comply with the terms of the settlement of its prior rate case.]
[removed: In] [added: On] September [added: 30,] 2024, [removed: with] the [removed: exception of certain rates that reflected a rate decrease, the] FERC [removed: accepted] [added: issued an order accepting] and [removed: suspended] [added: 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.
[removed: Significant expansion project updates for the period, including] [added: Expansion] projects placed into service [added: for the current year] are described below.
[removed: *Transmission] [added: *Transmission, Power] & [removed: Gulf of America*][added: Gulf*]
In August 2021, Williams reached an agreement with two [removed: third-parties] [added: third parties] to provide offshore natural gas gathering and crude oil transportation services as well as onshore natural gas processing services.
The project expands its existing Western Gulf of America offshore infrastructure via a 26-mile gas lateral pipeline from the [added: Whale platform to the existing Perdido gas pipeline and adds a new 124-mile oil pipeline from the Whale platform to Williams’ existing junction platform.]
[added: ◦The] Southside Reliability Enhancement [added: in November 2024;]
In [removed: July 2023,] [added: January 2026,] Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Virginia [removed: and North Carolina] to delivery points in [added: Virginia,] North [removed: Carolina.][added: Carolina, South Carolina, Georgia, and Alabama.]
This project [removed: went] [added: is expected to be placed] into service in the [removed: fourth] [added: third] quarter of [removed: 2024.][added: 2027.]
The project [removed: increased] [added: is expected to increase] capacity by [removed: 423] [added: 78] Mdth/d.
[added: ◦The] Regional Energy Access [added: Expansion in August 2024;]
In January [removed: 2023, Transco] [added: 2026, NWP] received approval from the FERC for the [removed: project to expand Transco’s] [added: project, which involves an expansion of NWP’s] existing natural gas transmission system to provide incremental firm transportation capacity from [added: a] receipt [removed: points] [added: point] in [removed: northeastern Pennsylvania] [added: northeast Oregon] to multiple delivery points in [removed: Pennsylvania, New Jersey, and Maryland.][added: southwest Wyoming.]
The project [removed: increased] [added: is expected to increase] capacity by [removed: 829 Mdth/d.][added: 400 Mdth⁄d.]
[removed: Data Center Power] [added: Power Innovation] Projects
[removed: Williams believes that accomplishing these goals will position us] to deliver safe, reliable, clean energy services to its customers and an attractive return to shareholders.
Williams’ business plan for [removed: 2025] [added: 2026] includes a continued focus on earnings and cash flow growth.
In [removed: 2025,] [added: 2026,] Williams’ operating results are expected to benefit from the continued growth in the [removed: Transmission] [added: Transmission, Power] & Gulf [removed: of America] segment, primarily reflecting the impacts of [added: the Socrates Power Innovation project, as well as] numerous expansion projects at Transco and the Gulf of America.
Additionally, [removed: growth in 2025 includes the impact of the Transco rate case and] [added: Williams expects] higher gathering and processing results [removed: associated with growth] in the [removed: DJ Basin and the] Northeast.
These increases are partially offset by [removed: a modest increase in expenses] [added: the divestiture of the South Mansfield upstream joint venture,] and lower expected Eagle Ford results in our West segment related to minimum volume commitment reductions.
Williams’ growth capital and investment expenditures in [removed: 2025] [added: 2026] are expected to range from [removed: $1.65] [added: $6.1] billion to [removed: $1.95] [added: $6.7] billion, [removed: excluding acquisitions.][added: as previously discussed in Company Outlook.]
Growth capital spending in [removed: 2025] [added: 2026] primarily includes [removed: projects supporting growth in] the [removed: Haynesville Shale basin (including the Louisiana Energy Gateway expansion project),] [added: Power Innovation projects,] Transco expansions, all of which are fully contracted with firm transportation agreements, [added: projects supporting growth in the Haynesville Shale basin,] and projects supporting the Northeast G&P business.
Williams [removed: also expects to invest] [added: is investing] capital in the [added: Louisiana LNG and Driftwood Pipeline projects, as well as the] development of its [added: Wamsutter] upstream oil and gas properties.
In June 2021, Williams reached an agreement with two [removed: third-parties] [added: third parties] to provide offshore natural gas gathering and transportation services as well as onshore natural gas processing services.
The project expands [added: the] existing Gulf of America offshore infrastructure connecting to a third-party offshore lateral pipeline from the Shenandoah platform to Discovery’s existing Keathley Canyon Connector pipeline, adds onshore processing [removed: facilities at Larose, Louisiana to handle the expected rich Shenandoah production, and the natural gas liquids will be fractionated and marketed at Discovery’s Paradis plant in Louisiana.]
[removed: Williams] [added: NWP] plans to place the project into service [removed: in] [added: as early as] the [removed: second] [added: fourth] quarter of [removed: 2025.][added: 2026.]
[removed: MountainWest] [added: Transco] plans to place the project into service as early as the fourth quarter of [removed: 2025,] [added: 2029,] assuming timely receipt of all necessary regulatory approvals.
The project is expected to increase capacity [removed: by 325] [added: up to 460] Mdth/d.
Transco plans to place the project into service [removed: during] [added: as early as] the [removed: first] [added: second] quarter of [removed: 2025,] [added: 2026,] assuming timely receipt of all necessary regulatory approvals.
[removed: The project is expected to provide] [added: Under the project, Transco provides] 364 Mdth/d of new firm transportation service through a combination of increasing capacity, converting interruptible capacity to firm, and utilizing existing capacity.
| [General](#ia8714cb68fad43b68c214d21884dc24d_406) | | | [55](#ia8714cb68fad43b68c214d21884dc24d_406) | | |
| [Company Outlook](#ia8714cb68fad43b68c214d21884dc24d_415) | | | [58](#ia8714cb68fad43b68c214d21884dc24d_415) | | |
| [Results of Operations](#ia8714cb68fad43b68c214d21884dc24d_433) | | | [64](#ia8714cb68fad43b68c214d21884dc24d_433) | | |
| [Williams](#ia8714cb68fad43b68c214d21884dc24d_436) | | | [64](#ia8714cb68fad43b68c214d21884dc24d_436) | | |
| [Transco](#ia8714cb68fad43b68c214d21884dc24d_511) | | | [78](#ia8714cb68fad43b68c214d21884dc24d_511) | | |
| [NWP](#ia8714cb68fad43b68c214d21884dc24d_514) | | | [81](#ia8714cb68fad43b68c214d21884dc24d_514) | | |
See Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies for a full description of each segment.
Financial Statements and Supplementary Data of this report.
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.
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.
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 Activities).
Rimrock Asset Purchase
On January 31, 2025, Williams purchased a group of natural gas gathering and processing assets from Rimrock Energy Partners, LLC (Rimrock) for approximately $325 million, to expand Williams’ gathering and processing footprint and create operational synergies in the DJ Basin in the West segment.
MountainWest placed the project into service in November 2025, increasing capacity by 325 Mdth/d.
NWP placed the project into service in November 2025, increasing NWP’s contracted capacity by 80 Mdth/d.
Transco placed the project into service in November 2025, increasing Transco’s capacity by 105 Mdth/d.
Transco placed the project into service in October 2025, increasing Transco’s capacity by 64 Mdth/d.
facilities at Larose, Louisiana to handle the expected rich Shenandoah production, and the natural gas liquids are now fractionated and marketed at Discovery’s Paradis plant in Louisiana.
Transco placed the project into service in April 2025.
| [General](#ia9d582e1309b45f49a948c31465b7385_382) | | | [56](#ia9d582e1309b45f49a948c31465b7385_382) | | |
| [Company Outlook](#ia9d582e1309b45f49a948c31465b7385_391) | | | [59](#ia9d582e1309b45f49a948c31465b7385_391) | | |
| [Critical Accounting Estimates](#ia9d582e1309b45f49a948c31465b7385_394) | | | [62](#ia9d582e1309b45f49a948c31465b7385_394) | | |
| [Williams](#ia9d582e1309b45f49a948c31465b7385_409) | | | [65](#ia9d582e1309b45f49a948c31465b7385_409) | | |
| [Transco](#ia9d582e1309b45f49a948c31465b7385_484) | | | [78](#ia9d582e1309b45f49a948c31465b7385_484) | | |
| [N](#ia9d582e1309b45f49a948c31465b7385_487)[WP](#ia9d582e1309b45f49a948c31465b7385_487) | | | [81](#ia9d582e1309b45f49a948c31465b7385_487) | | |
Williams’ reportable segments are comprised of the following business activities:
*•*Transmission & Gulf of America is comprised of the Transco, NWP, and MountainWest interstate natural gas pipelines, and their related natural gas storage facilities, as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including Discovery, a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024 (see Note 3 – Acquisitions and Divestitures), a 51 percent interest in Gulfstar One, and a 50 percent equity-method investment in Gulfstream.
Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures).
- Northeast G&P is comprised of midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in Northeast JV which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 69 percent equity-method
investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments.
- West is comprised of gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the DJ Basin of Colorado which includes RMM, a former 50 percent equity-method investment in which Williams acquired the remaining ownership interest in November 2023 (see Note 3 – Acquisitions and Divestitures).
This segment also includes NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in OPPL.
- Gas & NGL Marketing Services is comprised of NGL and natural gas marketing and trading operations, which includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
The specific rates that reflected a rate decrease were accepted, without suspension, to be effective October 1, 2024, as requested by Transco, and will not be subject to refund.
The impact of the rates reflecting a rate decrease is expected to reduce revenues by approximately $1 million per month beginning October 1, 2024.
Whale platform to the existing Perdido gas pipeline and adds a new 124-mile oil pipeline from the Whale platform to Williams’ existing junction platform.
Transco placed approximately half of the project into service in the fourth quarter of 2023 and placed the remainder of the project into service in August 2024.
On January 24, 2025, the FERC issued an Order on Remand Reinstating Certificate and Abandonment Authorization (Remand Order) for the project.
The Remand Order was issued in response to the D.C. Circuit Court of Appeals’ decision in *New Jersey Conservation Foundation, et al., v.
FER*C, which vacated the FERC certificate order for the project and remanded the matter to the FERC for appropriate action.
In the Remand Order, the FERC (1) continued to find that the project is needed, (2) affirmed its decision not to make a significance determination regarding greenhouse gas emissions, (3) considered Transco’s measures to reduce greenhouse gas emissions, and (4) concluded that the benefits of the project outweigh the adverse impacts.
Accordingly, the Remand Order reinstated the certificate and abandonment authority for the project as issued in the FERC’s original certificate order.
The authorization took effect upon the issuance of the mandate by the D.C. Circuit Court of Appeals, which occurred on January 29, 2025.
Williams continues to pursue projects to support the power demands created by new data center development.
Williams is in the process of ordering major equipment and long-lead time items for the most mature of these expected projects.
These advanced purchases are supported by reimbursement agreements from the potential customer.
Acquisitions and Divestitures
*Crowheart Acquisition*
As of December 31, 2023, Williams had an agreement regarding certain crude oil and natural gas properties in the Wamsutter basin in Wyoming under which it owned a 75 percent undivided interest in each well’s working interest and proportionally consolidated its undivided interest.
On November 1, 2024, Williams closed on the acquisition of a third-party operator, Crowheart Energy, LLC, for $307 million cash, subject to working capital and post-closing adjustments.
After closing on the acquisition, Williams owns more than a 90 percent working interest in each well.
The purpose of this acquisition was to consolidate Williams’ interests in the Wamsutter basin and further optimize development in the area to continue to supply its gathering and processing assets (see Note 3 – Acquisitions and Divestitures).
*Discovery Acquisition*
As of December 31, 2023, Williams owned a 60 percent interest in Discovery, which it accounted for as an equity-method investment.
On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery, along with certain other assets, for $170 million cash, subject to working capital and post-closing adjustments.
As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates Discovery.
Williams recognized a $127 million gain on remeasuring its existing equity-method
investment to fair value included in *Other investing income (loss) – net* in the Consolidated Statement of Income in the third quarter of 2024.
The purpose of this acquisition was to expand Williams’ gathering, processing, and transportation presence in the Gulf of America region.
An excerpt. Shown here: 40 of 298 rewritten, 40 of 164 added and 40 of 195 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
34 rewritten, 20 added, 8 removed, 128 unchanged
The tables below provide information by maturity date about the interest rate risk-sensitive instruments as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
| Weighted-average interest rate | | | | | | [removed: 5.1] [added: 5.0] | | % | | | | 5.1 | | % | | | | [removed: 5.0] [added: 5.1] | | % | | | | 5.1 | | % | | | | [removed: 5.1] [added: 5.2] | | % | | | | [removed: 5.2] [added: 5.1] | | % | | | | | | | | | | | | |
| Commercial paper [removed: (1)] [added: (2)] | | | | | | $ | 455 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 455 | | | | | $ | 455 | |
| | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | [removed: 2026] [added: 2028] | | | | | | [removed: 2027] [added: 2029] | | | | | | [removed: 2028] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value December 31, [removed: 2023] [added: 2025] | | |
| Weighted-average interest rate | | | | | | [removed: 4.9] [added: 5.1] | | % | | | | [removed: 5.0] [added: 5.1] | | % | | | | [removed: 5.1] [added: 5] | | % | | | | [removed: 5.0] [added: 5.1] | | % | | | | 5.1 | | % | | | | [removed: 5.1] [added: 5.2] | | % | | | | | | | | | | | | |
| Commercial paper [removed: (1)] [added: (2)] | | | | | | $ | [removed: 725] [added: 700] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 725] [added: 700] | | | | | $ | [removed: 725] [added: 700] | |
[removed: (1)] [added: (2)] The weighted-average interest rate for commercial paper as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] was [removed: 4.6] [added: 3.85] percent and [removed: 5.6] [added: 4.6] percent, respectively.
At December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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 [added: further] 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, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
| Weighted-average interest rate | | | | | | [removed: 9.2] [added: 9.1] | | % | | | | [removed: 9.2] [added: 9.1] | | % | | | | [removed: 9.2] [added: 9.1] | | % | | | | [removed: 9.2] [added: 9.1] | | % | | | | [removed: 9.2] [added: 9.1] | | % | | | | [removed: 9.3] [added: 9.2] | | % | | | | | | | | | | | | |
| Fixed rate | | | | | | $ | [removed: —] [added: 208] | | | | | $ | — | | | | | $ | [removed: 1,208] [added: 400] | | | | | $ | — | | | | | $ | [removed: 400] [added: 700] | | | | | $ | [removed: 2,575] [added: 3,575] | | | | | $ | [removed: 4,183] [added: 4,883] | | | | | $ | [removed: 3,948] [added: 4,620] | |
| Weighted-average interest rate | | | | | | [removed: 5.2] [added: 4.4] | | % | | | | [removed: 5.2] [added: 4.3] | | % | | | | 4.4 | | % | | | | [removed: 4.2] [added: 4.4] | | % | | | | [removed: 4.2] [added: 4.5] | | % | | | | [removed: 4.4] [added: 4.9] | | % | | | | | | | | | | | | |
The following tables provide NWP’s information by maturity date about the interest rate risk-sensitive instruments, as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
| Fixed rate | | | | | | $ | — | | | | | $ | [removed: 85] [added: 500] | | | | | $ | — | | | | | $ | [removed: 500] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 585] [added: 500] | | | | | $ | [removed: 581] [added: 497] | |
| Weighted-average interest rate | | | | | | [removed: 4.5] [added: 4.0] | | % | | | | [removed: 4.2] [added: —] | | % | | | | [removed: 4.0] [added: —] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | | | | | | | | | |
The fair value measurements and maturities of Williams’ commodity derivative assets (liabilities) at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] were as follows:
| Level 1 [removed: (2)] [added: (3)] | | | | | | $ | (105) | | | | | $ | (41) | | | | | $ | (56) | | | | | $ | (8) | |
| Fair Value Measurements Level (1) | | | | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] - [removed: 2026] [added: 2028] | | | | | | [removed: 2027] [added: 2029] - [removed: 2028+] [added: 2030+] | | | | | |
| Level [removed: 3] [added: 1 (2)] | | | | | | [removed: 53] [added: $] | [added: (66)] | | | | | [removed: 2] [added: $] | [added: 7] | | | | | [removed: 16] [added: $] | [added: (51)] | | | | | [removed: 35] [added: $] | [added: (22)] | |
| Fair value of contracts outstanding at December 31, [removed: 2023] [added: 2025] | | | | | | $ | [removed: 25] [added: (193)] | | | | | $ | [removed: 126] [added: (41)] | | | | | $ | [removed: (22)] [added: (157)] | | | | | $ | [removed: (79)] [added: 5] | |
[removed: (2)Commodity] [added: (3)Commodity] derivative assets and liabilities exclude $288 million of net cash collateral in Level 1.
[removed: (3)Commodity] [added: (2)Commodity] derivative assets and liabilities exclude [removed: $2] [added: $189] million of net cash collateral in Level 1.
Williams actively monitors open commodity marketing positions and the resulting VaR and [removed: maintain] [added: maintains] a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk.
The VaR associated with Williams’ integrated natural gas trading operations was [removed: $4] [added: $11] million at December 31, [removed: 2024] [added: 2025] and [removed: $9] [added: $4] million at December 31, [removed: 2023.][added: 2024.]
| | | | | | | Year Ended December 31, [removed: 2024] [added: 2025] | | | | | | Year [removed: Ended December] [added: Ended December] 31, [removed: 2023 | | | | | | | | | | | | | | | | | | | | |] [added: 2024] | | |
| | | | | | | (Millions) | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | |]
| Average | | | | | | $ | [removed: 3] [added: 9] | | | | | $ | [removed: 6 | | | | | | | | | | | | | | | | | | | | |] [added: 3] | |
| High | | | | | | [removed: $ | 15 | | | | | $ | 13 | | | | | | | | | | | | | |] [added: 18] | | | | | | [added: 15] | | |
| Low | | | | | | [removed: $ | 1 | | | | | $ |] 4 | | | | | | [removed: | | | | | | | | | | | | | |] [added: 1] | | |
The VaR associated with these commodity derivatives was [removed: $8] [added: $2] million at December 31, [removed: 2024] [added: 2025] and [removed: $3] [added: $8] million at December 31, [removed: 2023.][added: 2024.]
| Average | | | | | | $ | [removed: 5] [added: 7] | | | | | $ | [removed: 4 | | | | | | | | | | | | | | | | | | | | |] [added: 5] | |
| High | | | | | | [removed: $ | 8] [added: 18] | | | | | [removed: $] | 8 | | | [removed: | | | | | | | | | | | | | | | | | | | |]
| Low | | | | | | [removed: $ | 3 | | | | | $ | 2 | | | | | | | | | | | | | |] [added: 1] | | | | | | [added: 3] | | |
| Fixed rate | | | | | | $ | 1,345 | | | | | $ | 1,994 | | | | | $ | 1,446 | | | | | $ | 1,600 | | | | | $ | 2,504 | | | | | $ | 19,817 | | | | | $ | 28,706 | | | | | $ | 28,379 | |
| Variable rate (1) | | | | | | $ | — | | | | | $ | — | | | | | $ | 250 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 250 | | | | | $ | 250 | |
(1) The weighted-average interest rate for the $250 million NWP term loan as of December 31, 2025 was approximately 4.69 percent.
| | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value December 31, 2025 | | |
| Fixed rate | | | | | | $ | 38 | | | | | $ | 42 | | | | | $ | 46 | | | | | $ | 50 | | | | | $ | 54 | | | | | $ | 825 | | | | | $ | 1,055 | | | | | $ | 1,321 | |
At December 31, 2025 and 2024, NWP’s debt portfolio included fixed rate debt and 2025 also included a variable-rate term loan.
| | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value December 31, 2025 | | |
| Variable rate (1) | | | | | | $ | — | | | | | $ | — | | | | | $ | 250 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 250 | | | | | $ | 250 | |
__________________
(1) The weighted-average interest rate for the $250 million NWP term loan as of December 31, 2025 was approximately 4.69 percent.
| Level 2 | | | | | | (112) | | | | | | (6) | | | | | | (71) | | | | | | (35) | | |
| Level 3 | | | | | | (15) | | | | | | (42) | | | | | | (35) | | | | | | 62 | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Year Ended December 31, 2025 | | | | | | Year Ended December 31, 2024 | | |
| | | | | | | | | | | | | | | |
| | | | | | | (Millions) | | | | | | | | |
Williams
| Fixed rate | | | | | | $ | 2,338 | | | | | $ | 2,263 | | | | | $ | 2,345 | | | | | $ | 1,993 | | | | | $ | 1,445 | | | | | $ | 15,583 | | | | | $ | 25,967 | | | | | $ | 25,553 | |
| Fixed rate | | | | | | $ | 32 | | | | | $ | 35 | | | | | $ | 37 | | | | | $ | 41 | | | | | $ | 45 | | | | | $ | 926 | | | | | $ | 1,116 | | | | | $ | 1,490 | |
At December 31, 2024 and 2023, NWP’s debt portfolio included only fixed rate debt, which mitigates the impact of fluctuations in interest rates.
| Level 1 (3) | | | | | | $ | 138 | | | | | $ | 110 | | | | | $ | 33 | | | | | $ | (5) | |
| Level 2 | | | | | | (166) | | | | | | 14 | | | | | | (71) | | | | | | (109) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Item 1. Business
136 rewritten, 74 added, 77 removed, 443 unchanged
Williams has operations in [removed: 12] [added: 11] supply areas that provide natural gas [removed: gathering, processing,] [added: gathering] and [added: processing (G&P),] transmission [added: and storage] services; [removed: NGLs] [added: NGL] fractionation, transportation, and storage services; and marketing services to approximately 800 customers.
Williams owns an interest in and operates over [removed: 33,000] [added: 32,000] miles of pipelines in 24 [removed: states, 34] [added: states and in the Gulf of America, 35] natural gas processing facilities, 9 NGL fractionation facilities, approximately [removed: 25] [added: 23] million barrels of NGL storage capacity, and [removed: 417] [added: 423] Bcf of natural gas storage capacity, and delivers natural gas that is used every day for clean-power generation, heating, and industrial use.
Transco owns and operates an approximately [removed: 9,700-mile] [added: 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.
[removed: ][added: ]
- Obstacles to Williams’ [added: construction and] expansion efforts, including delays or denials of necessary permits and opposition to hydrocarbon-based energy development;
[removed: ][added: ]
Williams’ interstate natural gas pipelines, which are presented in the [removed: Transmission] [added: Transmission, Power] & Gulf [removed: of America] segment as described under the heading “Business Segments,” are subject to regulation by the FERC and as such, rates and charges for the transportation of natural gas in interstate commerce are subject to regulation.
The top ten customers of the interstate natural gas pipelines in [removed: 2024] [added: 2025] accounted for approximately [removed: 45] [added: 44] percent of Williams’ regulated interstate natural gas transportation and storage revenues.
Transco’s three largest customers in [removed: 2024] [added: 2025] accounted for approximately [removed: 20] [added: 22] percent of Transco’s total operating revenues.
Williams’ gathering, [removed: processing,] [added: treating,] and [removed: treating] [added: processing] operations are presented within the [removed: Transmission] [added: Transmission, Power] & [removed: Gulf of America,] [added: Gulf;] Northeast [removed: G&P,] [added: G&P;] and West reporting [removed: segments] [added: segments,] as described under the heading “Business Segments.”
For the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 95] [added: 93] percent of NGL production volumes were under fee-based contracts.
- Noncash commodity-based: Gas is also processed under [added: primarily] two types of commodity-based contracts, keep-whole and percent-of-liquids, where consideration for services is received in the form of NGLs.
[removed: 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 the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 5] [added: 7] percent of NGL production volumes were under noncash commodity-based contracts.
Williams [removed: also] 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.
Williams’ gathering, [removed: processing,] [added: treating,] and [removed: treating] [added: processing] businesses do not have [added: material] direct exposure to crude oil prices.
During [removed: 2024,] [added: 2025,] Williams’ facilities gathered and processed gas for approximately [removed: 248] [added: 253] customers.
The top ten customers accounted for approximately [removed: 59] [added: 55] percent of gathering and processing fee revenues and NGL margins from noncash commodity-based agreements.
In [removed: 2024,] [added: 2025,] the three largest natural gas marketing customers accounted for approximately [removed: 10] [added: 8] percent of Williams’ gross natural gas marketing sales, and the three largest NGL marketing customers accounted for approximately [removed: 37] [added: 42] percent of Williams’ NGL marketing sales.
Additionally, Williams’ gas marketing business moves and optimizes natural gas to markets through transportation and storage agreements on [removed: Williams’ own] strategically positioned assets.
Williams’ NGL marketing business transports and markets equity NGLs from the production at Williams’ processing plants, NGLs from the production at Williams’ upstream properties, and also NGLs on behalf of third-party NGL producers, including some of our fee-based processing [removed: customers, as well as the NGL volumes owned by certain of Williams’ equity-method investments.][added: customers.]
However, the unrealized fair value measurement gains and losses [added: on the derivatives] are generally offset by valuation changes in the economic value of the underlying production or transportation and storage contracts, which [removed: is] [added: are] not recognized until the underlying transaction occurs.
Williams’ crude oil transportation [removed: operations, which are primarily presented in the Transmission & Gulf of America segment as described under the heading “Business Segments,”] [added: operations] earn revenues primarily from a combination of fixed-monthly fees, contractual fixed or variable fees applied to production volumes, and contributions in aid of [added: construction (CIAC) arrangements.]
[removed: Williams’ standalone,] [added: Williams’,] market-based rate natural gas storage [removed: assets] [added: assets, which] are [added: separate from its regulated interstate natural gas transportation assets, are] presented in the [removed: Transmission] [added: Transmission, Power] & Gulf [removed: of America] segment as described under the heading “Business Segments” and include Williams’ North Texas [removed: Assets (NorTex) acquired in August 2022] [added: storage assets] and Williams’ Gulf Coast storage [removed: assets acquired in January 2024.][added: assets.]
The contracts have various expiration dates and account for the major [removed: portion of the entities’ businesses.]
The three largest customers of this business in [removed: 2024] [added: 2025] accounted for approximately [removed: 21] [added: 20] percent of its total operating revenues.
Consistent with the manner in which Williams’ chief operating decision maker [added: (CODM)] evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented in Part I of this Annual Report within the following reportable segments: [removed: Transmission] [added: Transmission, Power] & [removed: Gulf of America,] [added: Gulf;] Northeast [removed: G&P, West,] [added: G&P; West;] and Gas & NGL Marketing Services.
All remaining business activities, including upstream [removed: operations, certain new energy ventures,] [added: operations] and corporate activities, are included in Other.
[removed: an NGL fractionator near Conway, Kansas,] [added: Williams operates] and [added: owns] a 50 percent [removed: equity-method investment] [added: interest] in Overland Pass Pipeline Company LLC (OPPL).
[removed: Transmission] [added: Transmission, Power] & [removed: Gulf of America][added: Gulf]
At December 31, [removed: 2024,] [added: 2025,] Transco’s system had a design capacity totaling approximately [removed: 19.8] [added: 20.6] MMdth/d.
Compression facilities at sea level-rated capacity total approximately [removed: 2.6] [added: 2.7] million horsepower.
At December 31, [removed: 2024,] [added: 2025,] NWP’s system had a design capacity totaling approximately 3.8 MMdth/d.
MountainWest [removed: Acquisition]
[removed: On February 14, 2023,] Williams [removed: closed on the acquisition of] [added: owns] 100 percent of MountainWest Pipelines Holding Company.
MountainWest is an interstate natural gas transmission company that owns and operates an approximately [removed: 2,000-mile] [added: 2,200-mile] natural gas pipeline system which is regulated by the FERC.
At December 31, [removed: 2024,] [added: 2025,] MountainWest’s system has a design capacity totaling [removed: 8.0] [added: 8.4] MMdth/d.
Williams owns a 50 percent equity-method investment in [removed: Gulfstream,] [added: Gulfstream Natural Gas System, L.L.C. (Gulfstream),] a 745-mile interstate natural gas pipeline system extending from the Mobile Bay area in Alabama to markets in Florida, which has a capacity to transport 1.4 Bcf/d.
Gulf Coast Storage [removed: Acquisition][added: Assets]
At December 31, [removed: 2024, these assets include] [added: 2025, Gulf Coast Storage includes] a strategic portfolio of approximately 230 miles of natural gas transmission pipelines and six underground storage facilities with a capacity of approximately [removed: 118] [added: 120] Bcf of natural gas storage across Louisiana and Mississippi and direct access to LNG export facilities and interstate pipelines.
For a
portion of the entities’ businesses.
See Part II, Item 8.
Financial Statements and Supplementary Data in Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies for a full description of each segment.
Transco’s system includes 62 compressor stations.
During 2025, Transco placed the following pipeline expansion projects in service:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Expansion Project: | | | | | | Firm Transportation Capacity (MMdth/d) | | |
| Commonwealth Energy Connector | | | | | | 0.1 | | |
| Alabama Georgia Connector | | | | | | 0.1 | | |
| Texas to Louisiana Energy Pathway | | | | | | 0.4 | | |
| Southeast Energy Connector | | | | | | 0.2 | | |
| | | | | | | | | |
NWP’s three largest customers in 2025 accounted for approximately 52 percent of NWP total operating revenues.
During 2025, MountainWest placed the Overthrust Westbound Compression expansion project into service increasing firm transportation capacity by approximately 0.3 MMdth/d to its pipeline.
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 LLC (Louisiana LNG), which is developing a fully permitted LNG export facility, and an 80 percent interest in Driftwood Pipeline LLC (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, and a third-party will operate the LNG facility.
Williams will also manage the gas supply for the LNG facility and purchase approximately 10 percent of the LNG produced.
Both investments will require additional capital to fund further construction.
These projects are expected to be placed into service by 2029.
Gulfstream Equity-Method Investment
NorTex
(1)Includes the Whale expansion project that went into service in January 2025.
(1)Includes the Whale expansion project that went into service in January 2025.
*Power Innovation Assets*
Williams is investing in construction 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.
The projects, located in Ohio and Utah, represent a combined 1.9 gigawatts of total capacity and are backed by up to 12.5 year, primarily fixed-price agreements, with an option for the customer to extend the term of the agreements.
The projects will require additional capital to fund construction until the projects are placed in-service.
Williams plans to place the projects into service during 2026 through 2028, assuming timely receipt of permits, and continues to pursue additional projects to support the power demands created by new data center and industrial development.
__________
| Louisiana Energy Gateway (3) | | | | | | Louisiana & Texas | | | | | | 179 | | | | | | 1.8 | | | | | | 100% | | | | | | Haynesville Shale | | |
| Pierce | | | | | | Weld Co., CO | | | | | | 0.1 | | | | | | 40 | | | | | | 100% | | | | | | Denver-Julesburg | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
__________
(1) The natural gas gathering pipeline miles and inlet capacity related to the Mid-Continent region assets have been removed from the table as they are considered held for sale at December 31, 2025.
(2) Statistics reflect assets from the completion of the Haynesville Gathering Expansion in September 2025 and the Saber Asset Purchase in June 2025.
(3) Placed into service in July and August 2025.
During 2024, NWP’s three largest customers were Puget Sound Energy, Inc., Cascade Natural Gas Corporation, and Northwest Natural Gas Company, which accounted for approximately 31 percent, 10 percent, and 11 percent, respectively, of NWP total operating revenues for the year ended December 31, 2024.
No other customer accounted for more than 10 percent of NWP total operating revenues during that period.
Certain contracts include cost-of-service mechanisms that are designed to support a return on invested capital and allow gathering rates to be adjusted, subject to specified caps in certain cases, to account for variability in volume, capital expenditures, commodity price fluctuations, compression, and other expenses.
Crude Oil Transportation and Production Handling Asset*s*
construction (CIAC) arrangements.
Williams’ reportable segments are comprised of the following business activities:
- Transmission & Gulf of America is comprised of the Transco, NWP, and MountainWest interstate natural gas pipelines, and their related natural gas storage facilities, as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including Discovery, a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024, a 51 percent interest in Gulfstar One LLC (Gulfstar One), and a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C. (Gulfstream).
Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, Louisiana, and Mississippi.
- Northeast G&P is comprised of midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in Ohio Valley Midstream LLC (Northeast JV) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain Midstream, LLC (Laurel Mountain), a 50 percent equity-method investment in Blue Racer Midstream LLC (Blue Racer), and Appalachia Midstream Investments.
- West is comprised of gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the DJ Basin of Colorado which includes RMM, a former 50 percent equity-method investment in which Williams acquired the remaining ownership interest in November 2023.
This segment also includes NGL storage facilities, an undivided 50 percent interest in
- Gas & NGL Marketing Services is comprised of NGL and natural gas marketing and trading operations, which includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
During 2024, Transco began full service on the Regional Energy Access expansion project which added approximately 0.4 MMdth/d of firm transportation capacity to its pipeline, partial early service on the Southside Reliability Enhancement expansion project which added approximately 0.4 MMdth/d of firm transportation capacity, and full service on Carolina Market Link expansion project which added approximately 0.1 MMdth/d of firm transportation capacity.
In addition, a reduction of approximately 0.1 MMdth/d of firm transportation capacity is attributable to unsubscribed capacity as well as a reduction of approximately 0.1 MMdth/d of firm transportation capacity is attributable to termination of interim service related to the Regional Energy Access expansion project.
Transco’s system includes 61 compressor stations, four underground storage fields, and one LNG storage facility.
At December 31, 2024, Transco’s customers had stored in its facilities approximately 137 Bcf of natural gas.
During 2024, MountainWest increased its natural gas storage capacity at the Clay basin underground storage reservoir by
approximately 8 Bcf.
Gulfstream
On January 3, 2024, Williams closed on the Gulf Coast Storage Acquisition.
North Texas Assets (NorTex)
On August 31, 2022, Williams purchased a group of assets in north Texas from NorTex Midstream Holdings, LLC.
| Other Western Gulf | | | | | | Offshore shelf and other | | | | | | 53 | | | | | | 0.2 | | | | | | 100% | | | | | | Western Gulf of America | | |
*Discovery Acquisition*
On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery, along with certain other assets.
Discovery’s assets include a 600 MMcf/d cryogenic natural gas processing plant near Larose, Louisiana, a 35 Mbbls/d NGL fractionator plant near Paradis, Louisiana, and a 594-mile offshore natural gas gathering and transportation system in the Gulf of America.
Discovery’s mainline has a gathering inlet capacity of 600 MMcf/d.
Discovery’s assets also include a crude oil production handling platform with capacity of 10 Mbbls/d and gas handling and separation capacity of 75 MMcf/d.
*Deepwater Whale Expansion Project*
In August 2021, Williams reached an agreement with two third-parties to provide offshore natural gas gathering and crude oil transportation services as well as onshore natural gas processing services.
The project expanded its
existing Western Gulf of America offshore infrastructure via a 26-mile gas lateral pipeline from the Whale platform to the existing Perdido gas pipeline and added a new 124-mile oil pipeline from the Whale platform to Williams’ existing junction platform.
This project was placed into service in January 2025.
| Non-consolidated: (3) | | | | | | | | | | | | | | | | | |
(2)Includes volumes for natural gas transmission assets acquired in the MountainWest Acquisition after the purchase on February 14, 2023, including 100 percent of the volumes associate with the operated equity-method investment White River Hub, LLC.
Volumes associated with the Discovery assets for 2024 are presented entirely in the Consolidated section.
50-mile NGL pipeline and fractionated at either its Moundsville or Harrison fractionation facility.
| Gathering volumes (Bcf/d) | | | 4.16 | | | | | | 4.45 | | | | | | 4.19 | | |
| Gathering volumes (Bcf/d) | | | 6.46 | | | | | | 6.92 | | | | | | 6.61 | | |
| Mid-Continent | | | | | | Oklahoma & Texas | | | | | | 1,695 | | | | | | 0.2 | | | | | | 100% | | | | | | Miss-Lime, Granite Wash, Colony Wash | | |
An excerpt. Shown here: 40 of 136 rewritten, 40 of 74 added and 40 of 77 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2025 filing and the FY2024 filing.
Item 3. Legal Proceedings
2 rewritten, 2 added, 0 removed, 5 unchanged
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 [removed: 8 Financial Statements of this report, which information is incorporated by reference into this Item.][added: 8.]
The additional information called for by this Item is provided in Note 18 – Contingencies and Commitments included under Part II, Item [removed: 8 Financial Statements of this report, which information is incorporated by reference into this Item.][added: 8.]
Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.
Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.
Cover and table of contents
33 rewritten, 2 added, 8 removed, 177 unchanged
[removed: |] ☑ [removed: | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: | | | | | |]
[removed: | | | |] For the fiscal year [removed: ended | | | December] [added: ended December] 31, [removed: 2024 | | |][added: 2025]
[removed: |] ☐ [removed: | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: | | | | | |]
[removed: | | | |] For the transition period from [removed: to | | | | | |][added: _____________ to _____________]
| The Williams Companies, Inc. | | | [removed: ☑] [added: ☐] | | |
The number of shares outstanding of the registrant’s common stock outstanding at February [removed: 20, 2025] [added: 19, 2026] was:
| The Williams Companies, Inc. | | | [removed: 1,219,369,295] [added: 1,221,563,111] | | |
| The Williams Companies, Inc. | | | Portions of the Williams’ Definitive Proxy Statement for the Williams’ Annual Meeting of Stockholders to be held on April [removed: 29, 2025,] [added: 28, 2026,] are incorporated into Part III, as specifically set forth in Part III. | | |
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 [removed: I(2)(b), (c), and (d)] [added: I(2)] of Form 10-K.
| Item 1. | | | [removed: [Business](#ia9d582e1309b45f49a948c31465b7385_22)] [added: [Business](#ia8714cb68fad43b68c214d21884dc24d_22)] | | | [removed: [4](#ia9d582e1309b45f49a948c31465b7385_22)] [added: [4](#ia8714cb68fad43b68c214d21884dc24d_22)] | | |
| Item 1A. | | | [Risk [removed: Factors](#ia9d582e1309b45f49a948c31465b7385_70)] [added: Factors](#ia8714cb68fad43b68c214d21884dc24d_70)] | | | [removed: [28](#ia9d582e1309b45f49a948c31465b7385_70)] [added: [28](#ia8714cb68fad43b68c214d21884dc24d_70)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia9d582e1309b45f49a948c31465b7385_73)] [added: Comments](#ia8714cb68fad43b68c214d21884dc24d_73)] | | | [removed: [48](#ia9d582e1309b45f49a948c31465b7385_73)] [added: [48](#ia8714cb68fad43b68c214d21884dc24d_73)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#ia9d582e1309b45f49a948c31465b7385_76)] [added: [Cybersecurity](#ia8714cb68fad43b68c214d21884dc24d_76)] | | | [removed: [48](#ia9d582e1309b45f49a948c31465b7385_76)] [added: [48](#ia8714cb68fad43b68c214d21884dc24d_76)] | | |
| Item 2. | | | [removed: [Properties](#ia9d582e1309b45f49a948c31465b7385_79)] [added: [Properties](#ia8714cb68fad43b68c214d21884dc24d_79)] | | | [removed: [50](#ia9d582e1309b45f49a948c31465b7385_79)] [added: [49](#ia8714cb68fad43b68c214d21884dc24d_79)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#ia9d582e1309b45f49a948c31465b7385_589)] [added: Proceedings](#ia8714cb68fad43b68c214d21884dc24d_628)] | | | [removed: [50](#ia9d582e1309b45f49a948c31465b7385_589)] [added: [50](#ia8714cb68fad43b68c214d21884dc24d_628)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#ia9d582e1309b45f49a948c31465b7385_82)] [added: Disclosures](#ia8714cb68fad43b68c214d21884dc24d_82)] | | | [removed: [51](#ia9d582e1309b45f49a948c31465b7385_82)] [added: [50](#ia8714cb68fad43b68c214d21884dc24d_82)] | | |
| | | | [Information About Williams’ Executive [removed: Officers](#ia9d582e1309b45f49a948c31465b7385_85)] [added: Officers](#ia8714cb68fad43b68c214d21884dc24d_85)] | | | [removed: [52](#ia9d582e1309b45f49a948c31465b7385_85)] [added: [51](#ia8714cb68fad43b68c214d21884dc24d_85)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters] [added: Matters,] and Issuer Purchases of Equity [removed: Securities](#ia9d582e1309b45f49a948c31465b7385_595)] [added: Securities](#ia8714cb68fad43b68c214d21884dc24d_634)] | | | [removed: [54](#ia9d582e1309b45f49a948c31465b7385_595)] [added: [53](#ia8714cb68fad43b68c214d21884dc24d_634)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia9d582e1309b45f49a948c31465b7385_376)] [added: Operations](#ia8714cb68fad43b68c214d21884dc24d_400)] | | | [removed: [56](#ia9d582e1309b45f49a948c31465b7385_376)] [added: [55](#ia8714cb68fad43b68c214d21884dc24d_400)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia9d582e1309b45f49a948c31465b7385_511)] [added: Risk](#ia8714cb68fad43b68c214d21884dc24d_544)] | | | [removed: [88](#ia9d582e1309b45f49a948c31465b7385_511)] [added: [87](#ia8714cb68fad43b68c214d21884dc24d_544)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia9d582e1309b45f49a948c31465b7385_91)] [added: Data](#ia8714cb68fad43b68c214d21884dc24d_91)] | | | [removed: [93](#ia9d582e1309b45f49a948c31465b7385_91)] [added: [92](#ia8714cb68fad43b68c214d21884dc24d_91)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia9d582e1309b45f49a948c31465b7385_544)] [added: Disclosure](#ia8714cb68fad43b68c214d21884dc24d_568)] | | | [removed: [193](#ia9d582e1309b45f49a948c31465b7385_544)] [added: [192](#ia8714cb68fad43b68c214d21884dc24d_568)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#ia9d582e1309b45f49a948c31465b7385_547)] [added: Procedures](#ia8714cb68fad43b68c214d21884dc24d_571)] | | | [removed: [193](#ia9d582e1309b45f49a948c31465b7385_547)] [added: [192](#ia8714cb68fad43b68c214d21884dc24d_571)] | | |
| Item 9B. | | | [Other [removed: Information](#ia9d582e1309b45f49a948c31465b7385_610)] [added: Information](#ia8714cb68fad43b68c214d21884dc24d_649)] | | | [removed: [198](#ia9d582e1309b45f49a948c31465b7385_610)] [added: [197](#ia8714cb68fad43b68c214d21884dc24d_649)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia9d582e1309b45f49a948c31465b7385_553)] [added: Inspections](#ia8714cb68fad43b68c214d21884dc24d_577)] | | | [removed: [198](#ia9d582e1309b45f49a948c31465b7385_553)] [added: [197](#ia8714cb68fad43b68c214d21884dc24d_577)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia9d582e1309b45f49a948c31465b7385_559)] [added: Governance](#ia8714cb68fad43b68c214d21884dc24d_583)] | | | [removed: [198](#ia9d582e1309b45f49a948c31465b7385_559)] [added: [197](#ia8714cb68fad43b68c214d21884dc24d_583)] | | |
| Item 11. | | | [Executive [removed: Compensation](#ia9d582e1309b45f49a948c31465b7385_562)] [added: Compensation](#ia8714cb68fad43b68c214d21884dc24d_586)] | | | [removed: [199](#ia9d582e1309b45f49a948c31465b7385_562)] [added: [198](#ia8714cb68fad43b68c214d21884dc24d_586)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia9d582e1309b45f49a948c31465b7385_565)] [added: Matters](#ia8714cb68fad43b68c214d21884dc24d_589)] | | | [removed: [199](#ia9d582e1309b45f49a948c31465b7385_565)] [added: [198](#ia8714cb68fad43b68c214d21884dc24d_589)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia9d582e1309b45f49a948c31465b7385_568)] [added: Independence](#ia8714cb68fad43b68c214d21884dc24d_592)] | | | [removed: [199](#ia9d582e1309b45f49a948c31465b7385_568)] [added: [198](#ia8714cb68fad43b68c214d21884dc24d_592)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ia9d582e1309b45f49a948c31465b7385_571)] [added: Services](#ia8714cb68fad43b68c214d21884dc24d_595)] | | | [removed: [199](#ia9d582e1309b45f49a948c31465b7385_571)] [added: [199](#ia8714cb68fad43b68c214d21884dc24d_595)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ia9d582e1309b45f49a948c31465b7385_4616)] [added: Schedules](#ia8714cb68fad43b68c214d21884dc24d_601)] | | | [removed: [201](#ia9d582e1309b45f49a948c31465b7385_577)] [added: [200](#ia8714cb68fad43b68c214d21884dc24d_604)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#ia9d582e1309b45f49a948c31465b7385_580)] [added: Summary](#ia8714cb68fad43b68c214d21884dc24d_613)] | | | [removed: [213](#ia9d582e1309b45f49a948c31465b7385_580)] [added: [213](#ia8714cb68fad43b68c214d21884dc24d_613)] | | |
*EBITDA:* Earnings before interest, taxes, depreciation, [added: depletion,] and amortization
or
| The Williams Companies, Inc. | | | $67,728,227,765 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | OR | | | | | |
| The Williams Companies, Inc. | | | $49,974,668,630 | | |
*IRS:* Internal Revenue Service
*NGA:* Natural Gas Act of 1938, as amended
*Trace Acquisition:* On April 29, 2022, Williams closed on the acquisition of 100 percent of Gemini Arklatex, LLC through which the Haynesville Shale region gas gathering and related assets were acquired.
*NorTex Asset Purchase:* On August 31, 2022, Williams purchased a group of assets in north Texas, primarily natural gas storage facilities and pipelines, from NorTex Midstream Holdings, LLC.
Item 1C. Cybersecurity
7 rewritten, 11 added, 16 removed, 21 unchanged
Integration with Overall Risk Management: Management’s cybersecurity processes have been integrated into [added: the] overall risk management system and processes.
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 [removed: 1A of this Annual Report on Form 10-K.][added: 1A.]
As part of this oversight, the CISO provides a cybersecurity dashboard that is reviewed by the Board [removed: at every regularly scheduled Board meeting,] [added: annually,] which includes key performance indicators for cybersecurity process maturity, operational performance, and enterprise performance toward [removed: Transportation Security Administration (TSA)] [added: TSA] compliance.
[removed: The] [added: Additionally, the] Audit Committee, comprised of independent directors, reviews the implementation and effectiveness of cybersecurity risk management [removed: protocols and reviews the effectiveness of cybersecurity] [added: protocol] as part of the [removed: Company’s] [added: company’s] accounting and internal control policies.
As part of this oversight, the [removed: CIO] [added: Chief Information Officer (CIO)] presents to the Audit Committee bi-annually, as well as periodically in conjunction with any internal audits related to cybersecurity.
[removed: The new CIO brings over 20 years of experience in information technology and leadership within the energy industry and] [added: He] has extensive expertise in digital transformation, cloud strategies, enterprise [removed: AI] [added: artificial intelligence] initiatives, and cybersecurity, as well as managing large-scale system implementations and integrations.
He holds an Executive [removed: MBA] [added: 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.
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.
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.
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.
Williams’ CIO, who joined the company in February 2025, brings over 20 years of experience in information technology and leadership within the energy industry.
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.
The Chief Information Security Officer (CISO) is responsible for the cybersecurity strategy and execution, while the Board and the Audit Committee are responsible for oversight of cybersecurity risk.
The Cybersecurity Governance Committee is led by the CISO and includes cybersecurity managers and other subject matter experts as standing members.
The Cybersecurity Governance Committee is tasked with developing, implementing, and maintaining the Cybersecurity Program.
The Cybersecurity Executive Advisory Board (Executive Advisory Board) is led by the CISO, with the Chief Information Officer (CIO), Chief Financial Officer, Chief Human Resources Officer, the General Counsel, and the Chief Operations Officer as standing members.
The Executive Advisory Board’s purpose is to ensure enterprise alignment with the Cybersecurity Program and provide executive oversight of the Cybersecurity Program.
Additionally, the CIO and/or CISO presents to the Board bi-annually regarding the cybersecurity risks and strategies, including as part of the Board’s annual long-term strategy session.
Williams’ new CIO joined the company in February 2025, and will succeed the company’s retiring CIO, who is retiring in March 2025.
The retiring CIO had been in his role at Williams for over 10 years and had over 30 years of combined information technology experience with a broad scope of responsibility.
He provided senior leadership support of the cybersecurity and risk management programs since 2013.
He holds a bachelor’s degree in management information systems (MIS) from the University of Oklahoma and a Master of Business Administration in MIS from the University of Dallas.
The CISO has been at Williams for over 25 years.
During that time, he has held a variety of information technology positions at multiple levels in the organization ranging from network engineering to application development and project management, as well as several IT Manager and Director roles.
He has had oversight of the cybersecurity and risk management programs since 2017.
Active in government and private sector partnerships, he is currently serving as the Chair of Emergency Response Working Group under the Oil & Natural Gas Subsector Coordinating Council and recently acted as the Chair of the Interstate Natural Gas Association of America security committee.
He holds degrees in Business Administration and MIS from the University of Oklahoma and is certified in Leadership from Harvard Business School’s executive education.
In 2018, he obtained his Chief Information Security Officer certification from Carnegie Mellon University.
Item 2. Properties
2 rewritten, 0 added, 0 removed, 14 unchanged
[removed: We] [added: Williams] generally [removed: own our] [added: 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 leases [removed: their] [added: its] company offices in Houston, Texas.
Item 4. Mine Safety Disclosures
20 rewritten, 20 added, 11 removed, 17 unchanged
The name, title, age, period of service, and recent business experience of each of Williams’ executive officers as of February [removed: 25, 2025,] [added: 24, 2026,] are listed below.
| [removed: Alan S. Armstrong] [added: Director and Executive Chairman of the Board] | | | | | | [removed: 62] | | | | | | 2011 to [removed: present] [added: 2025] | | | | | | Director, Chief Executive Officer, and President, The Williams Companies, Inc. | | |
| [removed: Director, Chief Executive Officer, and President] [added: Chad J. Zamarin] | | | | | | [added: 49] | | | | | | [removed: 2015] [added: 2025] to [removed: 2018] [added: present] | | | | | | [removed: Chairman of the Board,] [added: Director, Chief Executive Officer, and President, The] Williams [removed: Partners L.P.] [added: Companies, Inc.] | | |
| [removed: Micheal G. Dunn] [added: Larry C. Larsen] | | | | | | [removed: 59] [added: 51] | | | | | | [removed: 2017] [added: 2025] to present | | | | | | Executive Vice President and Chief Operating Officer, The Williams Companies, Inc. | | |
| Mary A. Hausman | | | | | | [removed: 53] [added: 54] | | | | | | 2022 to present | | | | | | Vice President, Chief Accounting Officer and Controller, The Williams Companies, Inc. | | |
| [removed: Larry C. Larsen] [added: Todd J. Rinke] | | | | | | [removed: 50] [added: 52] | | | | | | [removed: 2022] [added: 2025] to present | | | | | | Senior Vice President [added: -] Gathering & Processing, The Williams Companies, Inc. | | |
| [removed: Senior Vice President Gathering & Processing] | | | | | | | | | | | | 2020 to 2022 | | | | | | Vice President Strategic Development, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2018 to [removed: 2019] [added: 2021] | | | | | | Vice [removed: President GM Rocky Mountain Midstream,] [added: President/General Manager - Central,] The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2017 to [removed: 2018] [added: 2023] | | | | | | [added: Senior] Vice President [removed: Central Services,] [added: - Corporate Strategic Development,] The Williams Companies, Inc. | | |
| Eric J. Ormond | | | | | | [removed: 38] [added: 39] | | | | | | 2023 to present | | | | | | Senior Vice President [added: -] Project Execution, The Williams Companies, Inc. | | |
| Senior Vice President [added: -] Project Execution | | | | | | | | | | | | 2023 | | | | | | Senior Vice President Commercial Operations, Engineering & Project Management, Crestwood Midstream Partners LP | | |
| Debbie L. (Cowan) Pickle | | | | | | [removed: 47] [added: 48] | | | | | | [removed: 2018] [added: 2026] to present | | | | | | Senior Vice President and Chief Human Resources Officer, [added: Communications and Corporate Social Responsibility,] The Williams Companies, Inc. | | |
| [removed: John D. Porter] [added: Executive Vice President and Chief Financial Officer] | | | | | | [removed: 55] | | | | | | 2022 to present | | | | | | Senior Vice President and Chief Financial Officer, The Williams Companies, Inc. | | |
| [removed: Senior Vice President and Chief Financial Officer] | | | | | | | | | | | | 2020 to [removed: 2021] [added: 2022] | | | | | | Vice President, Chief Accounting Officer, Controller and Financial Planning & Analysis, The Williams Companies, Inc. | | |
| [removed: Chad A. Teply] [added: Senior Vice President - Transmission, Power & Gulf] | | | | | | [removed: 53] | | | | | | 2023 to [removed: present] [added: 2025] | | | | | | Senior Vice President [removed: –] [added: -] Transmission & Gulf of [removed: America,] [added: Mexico,] The Williams Companies, Inc. | | |
| [removed: Senior Vice President – Transmission & Gulf of America] [added: Principal Executive Officer - Transco and NWP] | | | | | | | | | | | | 2020 to 2023 | | | | | | Senior Vice President [removed: –] [added: -] Project Execution, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2017 to 2020 | | | | | | Senior Vice President [removed: –] [added: -] Business Policy and Development, PacifiCorp (a Berkshire Hathaway Energy Company) | | |
| T. Lane Wilson | | | | | | [removed: 58] [added: 59] | | | | | | 2017 to present | | | | | | Senior Vice President and General Counsel, The Williams Companies, Inc. | | |
| [removed: Chad J. Zamarin] [added: Robert R. Wingo] | | | | | | [removed: 48] [added: 47] | | | | | | [removed: 2023] [added: 2025] to present | | | | | | Executive Vice President [removed: of] [added: and] Corporate Strategic Development, The Williams Companies, Inc. | | |
| [added: Director, Chief] Executive [removed: Vice] [added: Officer, and] President [removed: of Corporate Strategic Development] | | | | | | | | | | | | [removed: 2017 to] 2023 [added: to 2025] | | | | | | [removed: Senior] [added: Executive] Vice President [removed: –] [added: of] Corporate Strategic Development, The Williams Companies, Inc. | | |
| Alan S. Armstrong | | | | | | 63 | | | | | | 2025 to present | | | | | | Director and Executive Chairman of the Board, The Williams Companies, Inc. | | |
| Payvand Fazel | | | | | | 39 | | | | | | 2026 to present | | | | | | Senior Vice President - Commercial, The Williams Companies, Inc. | | |
| Senior Vice President - Commercial | | | | | | | | | | | | 2025 to 2026 | | | | | | Vice President Western Interstates, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2024 to 2025 | | | | | | Vice President Natural Gas Liquid (NGL) Operations & Commercial - G&P, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2022 to 2024 | | | | | | Vice President Strategic Development, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2021 to 2022 | | | | | | Vice President Origination and NGL Marketing/Commercial, The Williams Companies, Inc. | | |
| Glen G. Jasek | | | | | | 59 | | | | | | 2026 to present | | | | | | Senior Vice President - Transmission, Power & Gulf, The Williams Companies, Inc. | | |
| Senior Vice President - Transmission, Power & Gulf | | | | | | | | | | | | 2019 to 2026 | | | | | | Vice President/General Manager Eastern Interstates, The Williams Companies, Inc. | | |
| Principal Financial Officer - Transco and NWP | | | | | | | | | | | | | | | | | | | | |
| Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 2022 to 2025 | | | | | | Senior Vice President - Gathering & Processing, The Williams Companies, Inc. | | |
| Thomas F. McCoy | | | | | | 63 | | | | | | 2025 to present | | | | | | Senior Vice President - Upstream, The Williams Companies, Inc. | | |
| Senior Vice President - Upstream | | | | | | | | | | | | 2024 to 2025 | | | | | | Adjunct Professor of Petroleum Practice, University of Tulsa | | |
| | | | | | | | | | | | | 2020 to 2022 | | | | | | Senior Vice President of Production, Cimarex Energy | | |
| Senior Vice President - Chief Human Resources Officer, Communications and Corporate Social Responsibility | | | | | | | | | | | | 2018 to 2026 | | | | | | Senior Vice President and Chief Human Resources Officer, The Williams Companies, Inc. | | |
| John D. Porter | | | | | | 56 | | | | | | 2026 to present | | | | | | Executive Vice President and Chief Financial Officer, The Williams Companies, Inc. | | |
| Senior Vice President - Gathering & Processing | | | | | | | | | | | | 2021 to 2025 | | | | | | Vice President/General Manager - ORSH, The Williams Companies, Inc. | | |
| Chad A. Teply | | | | | | 54 | | | | | | 2025 to 2026 | | | | | | Senior Vice President - Transmission, Power & Gulf, The Williams Companies, Inc. (retiring April 3, 2026) | | |
| Executive Vice President and Corporate Strategic Development | | | | | | | | | | | | 2024 to 2025 | | | | | | Executive Vice President of Corporate Ventures & Midstream, EQT Corporation | | |
| | | | | | | | | | | | | 2021 to 2024 | | | | | | Executive Vice President of Corporate Ventures, EQT Corporation | | |
| | | | | | | | | | | | | 2018 to 2021 | | | | | | Managing Director, Encap Flatrock Midstream | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2014 to 2018 | | | | | | Chief Executive Officer, Williams Partners L.P. | | |
| | | | | | | | | | | | | 2012 to 2018 | | | | | | Director of the general partner, Williams Partners L.P. | | |
| Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 2017 to 2018 | | | | | | Director of the general partner, Williams Partners L.P. | | |
| | | | | | | | | | | | | 2019 | | | | | | Director Special Projects, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2013 to 2019 | | | | | | Vice President and Chief Accounting Officer, NV Energy (a Berkshire Hathaway Energy Company) | | |
| Senior Vice President and Chief Human Resources Officer | | | | | | | | | | | | 2013 to 2018 | | | | | | Global Vice President of Human Resources, Koch Chemical Technology Group, LLC | | |
| | | | | | | | | | | | | 2017 to 2019 | | | | | | Vice President Enterprise Financial Planning & Analysis and Investor Relations, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2013 to 2017 | | | | | | Director of Investor Relations & Enterprise Planning, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2017 to 2018 | | | | | | Director of the general partner, Williams Partners L.P. | | |
| | | | | | | | | | | | | 2014 to 2017 | | | | | | President – Pipeline and Midstream, Cheniere Energy, Inc. | | |
Item 5. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
11 rewritten, 5 added, 7 removed, 21 unchanged
Williams’ common stock is listed on the New York Stock Exchange under the symbol “WMB.” At the close of business on February [removed: 20, 2025,] [added: 19, 2026,] Williams had [removed: 5,553] [added: 5,329] holders of record of common stock.
| Transco | | | | | | $ | [removed: 1,145] [added: 1,340] | | | | | $ | [removed: 1,220] [added: 1,145] | |
| NWP | | | | | | [removed: $] [added: 148] | [removed: 150] | | | | | [removed: $] [added: 150] | [removed: 155] | |
| October 1 - October 31, [removed: 2024] [added: 2025] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,360,938,325 | |
| November 1 - November 30, [removed: 2024] [added: 2025] | | | | | | — | | | | | | [removed: $ |] — | | | | | [removed: —] | [added: —] | | | | | [removed: $] | 1,360,938,325 | | [added: |]
| December 1 - December 31, [removed: 2024] [added: 2025] | | | | | | — | | | | | | [removed: $ |] — | | | | | [removed: —] | [added: —] | | | | | [removed: $] | 1,360,938,325 | | [added: |]
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, [removed: 2020.][added: 2021.]
The Bloomberg Americas Pipelines Index is composed of Enbridge Inc., TC Energy Corporation, Kinder Morgan, Inc., [added: Keyera Corp.,] ONEOK, Inc., Cheniere Energy, Inc., Pembina Pipeline Corporation, [added: 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 [added: involved primarily in natural gas exploration and production and natural gas pipeline transportation and transmission.]
][added: Return.jpg](https://www.sec.gov/Archives/edgar/data/107263/000010726326000006/wmb-20251231_g3.jpg)]
| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |
| | | | | | | 2025 | | | | | | 2024 | | |
| The Williams Companies, Inc. | | | $ | 100 | | | | | $ | 138 | | | | | $ | 184 | | | | | $ | 206 | | | | | $ | 335 | | | | | $ | 384 | |
| S&P 500 Index | | | 100 | | | | | | 129 | | | | | | 105 | | | | | | 133 | | | | | | 166 | | | | | | 196 | | |
| Bloomberg Americas Pipelines Index | | | 100 | | | | | | 160 | | | | | | 261 | | | | | | 259 | | | | | | 283 | | | | | | 303 | | |
| Arca Natural Gas Index | | | 100 | | | | | | 160 | | | | | | 205 | | | | | | 221 | | | | | | 268 | | | | | | 303 | | |
| | | | | | | 2024 | | | | | | 2023 | | |
In January 2025, Transco and NWP declared and paid cash distributions to Williams of $246 million and $24 million, respectively.
involved primarily in natural gas exploration and production and natural gas pipeline transportation and transmission.
| The Williams Companies, Inc. | | | 100.0 | | | | | | 92.4 | | | | | | 127.9 | | | | | | 170.1 | | | | | | 190.4 | | | | | | 309.1 | | |
| S&P 500 Index | | | 100.0 | | | | | | 118.4 | | | | | | 152.3 | | | | | | 124.7 | | | | | | 157.5 | | | | | | 196.8 | | |
| Bloomberg Americas Pipelines Index | | | 100.0 | | | | | | 79.1 | | | | | | 106.1 | | | | | | 122.6 | | | | | | 131.1 | | | | | | 187.2 | | |
| Arca Natural Gas Index | | | 100.0 | | | | | | 86.5 | | | | | | 138.8 | | | | | | 177.7 | | | | | | 191.5 | | | | | | 231.6 | | |
Item 8. Financial Statements and Supplementary Data
1,194 rewritten, 558 added, 288 removed, 1,759 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#ia9d582e1309b45f49a948c31465b7385_100)] [added: Firm](#ia8714cb68fad43b68c214d21884dc24d_100)] | | | [removed: [94](#ia9d582e1309b45f49a948c31465b7385_100)] [added: [93](#ia8714cb68fad43b68c214d21884dc24d_100)] | | |
| [Consolidated Statements of Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_103)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_103)] | | | [removed: [96](#ia9d582e1309b45f49a948c31465b7385_103)] [added: [95](#ia8714cb68fad43b68c214d21884dc24d_103)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#ia9d582e1309b45f49a948c31465b7385_106) [(Loss)](#ia9d582e1309b45f49a948c31465b7385_106) [for] [added: Income (Loss) for] the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_106)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_106)] | | | [removed: [97](#ia9d582e1309b45f49a948c31465b7385_106)] [added: [96](#ia8714cb68fad43b68c214d21884dc24d_106)] | | |
| [Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ia9d582e1309b45f49a948c31465b7385_109)] [added: 2024](#ia8714cb68fad43b68c214d21884dc24d_109)] | | | [removed: [98](#ia9d582e1309b45f49a948c31465b7385_109)] [added: [97](#ia8714cb68fad43b68c214d21884dc24d_109)] | | |
| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_115)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_115)] | | | [removed: [99](#ia9d582e1309b45f49a948c31465b7385_115)] [added: [98](#ia8714cb68fad43b68c214d21884dc24d_115)] | | |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 202](#ia9d582e1309b45f49a948c31465b7385_118)[2](#ia9d582e1309b45f49a948c31465b7385_118)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_118)] | | | [removed: [100](#ia9d582e1309b45f49a948c31465b7385_118)] [added: [99](#ia8714cb68fad43b68c214d21884dc24d_118)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#ia9d582e1309b45f49a948c31465b7385_124)] [added: Firm](#ia8714cb68fad43b68c214d21884dc24d_124)] | | | [removed: [101](#ia9d582e1309b45f49a948c31465b7385_124)] [added: [100](#ia8714cb68fad43b68c214d21884dc24d_124)] | | |
| [Statements of Net Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_127)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_127)] | | | [removed: [103](#ia9d582e1309b45f49a948c31465b7385_127)] [added: [102](#ia8714cb68fad43b68c214d21884dc24d_127)] | | |
| [Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ia9d582e1309b45f49a948c31465b7385_130)] [added: 2024](#ia8714cb68fad43b68c214d21884dc24d_130)] | | | [removed: [104](#ia9d582e1309b45f49a948c31465b7385_130)] [added: [103](#ia8714cb68fad43b68c214d21884dc24d_130)] | | |
| [Statements of Changes in Member’s Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_133)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_133)] | | | [removed: [105](#ia9d582e1309b45f49a948c31465b7385_133)] [added: [104](#ia8714cb68fad43b68c214d21884dc24d_133)] | | |
| [Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_136)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_136)] | | | [removed: [106](#ia9d582e1309b45f49a948c31465b7385_136)] [added: [105](#ia8714cb68fad43b68c214d21884dc24d_136)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#ia9d582e1309b45f49a948c31465b7385_142)] [added: Firm](#ia8714cb68fad43b68c214d21884dc24d_142)] | | | [removed: [107](#ia9d582e1309b45f49a948c31465b7385_142)] [added: [106](#ia8714cb68fad43b68c214d21884dc24d_142)] | | |
| [Statements of Net Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_145)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_145)] | | | [removed: [109](#ia9d582e1309b45f49a948c31465b7385_145)] [added: [108](#ia8714cb68fad43b68c214d21884dc24d_145)] | | |
| [Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ia9d582e1309b45f49a948c31465b7385_148)] [added: 2024](#ia8714cb68fad43b68c214d21884dc24d_148)] | | | [removed: [110](#ia9d582e1309b45f49a948c31465b7385_148)] [added: [109](#ia8714cb68fad43b68c214d21884dc24d_148)] | | |
| [Statements of Changes in Member’s Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_151)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_151)] | | | [removed: [111](#ia9d582e1309b45f49a948c31465b7385_151)] [added: [110](#ia8714cb68fad43b68c214d21884dc24d_151)] | | |
| [Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#ia9d582e1309b45f49a948c31465b7385_154)] [added: 2023](#ia8714cb68fad43b68c214d21884dc24d_154)] | | | [removed: [112](#ia9d582e1309b45f49a948c31465b7385_154)] [added: [111](#ia8714cb68fad43b68c214d21884dc24d_154)] | | |
| [Combined Notes to Financial [removed: Statements](#ia9d582e1309b45f49a948c31465b7385_157)] [added: Statements](#ia8714cb68fad43b68c214d21884dc24d_160)] | | | [removed: [113](#ia9d582e1309b45f49a948c31465b7385_157)] [added: [112](#ia8714cb68fad43b68c214d21884dc24d_157)] | | |
| [Schedule II — Valuation and Qualifying [removed: Accounts](#ia9d582e1309b45f49a948c31465b7385_541)] [added: Accounts](#ia8714cb68fad43b68c214d21884dc24d_397)] | | | [removed: [192](#ia9d582e1309b45f49a948c31465b7385_541)] [added: [191](#ia8714cb68fad43b68c214d21884dc24d_397)] | | |
To the [removed: Stockholders] [added: Shareholders] and the Board of Directors of
We have audited the accompanying consolidated balance sheet of The Williams Companies, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income (loss), changes in [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the [removed: consolidated] financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 25, 2025] [added: 24, 2026] expressed an unqualified opinion thereon.
| Critical Audit [removed: Matters] [added: Matter] | | | | | | | | | | | | | | |
| The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and [removed: that] [added: that:] (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the [removed: account] [added: accounts] or disclosures to which it relates. | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| | | | | | | | | | | | | | | | [removed: | | |] (Millions, except per-share amounts) | | | | | | | | | | | | | | | [added: | | |]
| Service revenues | | | | | | | | | | | | | | | | | | $ | [removed: 7,628] [added: 8,348] | | | | | $ | [removed: 7,026] [added: 7,628] | | | | | $ | [removed: 6,536] [added: 7,026] | |
| Service revenues – commodity consideration | | | | | | | | | | | | | | | | | | [removed: 134] [added: 192] | | | | | | [removed: 146] [added: 134] | | | | | | [removed: 260] [added: 146] | | |
| Product sales | | | | | | | | | | | | | | | | | | [removed: 2,991] [added: 3,290] | | | | | | [removed: 2,779] [added: 2,991] | | | | | | [removed: 4,556] [added: 2,779] | | |
| Net gain (loss) from commodity derivatives | | | | | | | | | | | | | | | | | | [removed: (250)] [added: 120] | | | | | | [removed: 956] [added: (250)] | | | | | | [removed: (387)] [added: 956] | | |
| Total revenues | | | | | | | | | | | | | | | | | | [removed: 10,503] [added: 11,950] | | | | | | [removed: 10,907] [added: 10,503] | | | | | | [removed: 10,965] [added: 10,907] | | |
| Product costs | | | | | | | | | | | | | | | | | | [removed: 2,075] [added: 2,133] | | | | | | [removed: 1,884] [added: 2,075] | | | | | | [removed: 3,369] [added: 1,884] | | |
| Net processing commodity expenses | | | | | | | | | | | | | | | | | | [removed: 43] [added: 66] | | | | | | [removed: 151] [added: 43] | | | | | | [removed: 88] [added: 151] | | |
| Operating and maintenance expenses | | | | | | | | | | | | | | | | | | [removed: 2,179] [added: 2,282] | | | | | | [removed: 1,984] [added: 2,179] | | | | | | [removed: 1,817] [added: 1,984] | | |
| [removed: Depreciation] [added: Depreciation, depletion,] and amortization expenses | | | | | | | | | | | | | | | | | | [removed: 2,219] [added: 2,347] | | | | | | [removed: 2,071] [added: 2,219] | | | | | | [removed: 2,009] [added: 2,071] | | |
| [removed: Selling, general,] [added: General] and administrative expenses | | | | | | | | | | | | | | | | | | [removed: 708] [added: 721] | | | | | | [removed: 665] [added: 708] | | | | | | [removed: 636] [added: 665] | | |
| Gain on sale of business (Note 3) | | | | | | | | | | | | | | | | | | — | | | | | | [removed: (129)] [added: —] | | | | | | [removed: —] [added: (129)] | | |
| Other (income) expense – net | | | | | | | | | | | | | | | | | | [removed: (60)] [added: (7)] | | | | | | [removed: (30)] [added: (60)] | | | | | | [removed: 28] [added: (40)] | | |
| Total costs and expenses | | | | | | | | | | | | | | | | | | [removed: 7,164] [added: 7,754] | | | | | | [removed: 6,596] [added: 7,164] | | | | | | [removed: 7,947] [added: 6,596] | | |
| Operating income (loss) | | | | | | | | | | | | | | | | | | [removed: 3,339] [added: 4,196] | | | | | | [removed: 4,311] [added: 3,339] | | | | | | [removed: 3,018] [added: 4,311] | | |
| | | | | | | | | | Regulatory Accounting | | | | | |
| *Description of the Matter* | | | | | | | | | As discussed in Note 1 to the consolidated financial statements, certain of the Company’s consolidated subsidiaries are regulated by the Federal Energy Regulatory Commission (“FERC”) and apply accounting principles outlined in Accounting Standards Codification (“ASC”) Topic 980, *Regulated Operations*. As such, certain incurred costs that would otherwise be charged to expense are deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense are deferred as regulatory liabilities, based on the expected return to customers in future rates. The Company records items as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates. Auditing the effects of regulatory matters for certain consolidated subsidiaries is complex as it requires specialized knowledge of rate-regulated activities and assessments as to matters that could affect the recording or updating of regulatory assets and liabilities. | | | | | |
| Impairment or write-off of certain assets (Note 16) | | | | | | | | | | | | | | | | | | 212 | | | | | | — | | | | | | 10 | | |
| Income (loss) from discontinued operations (Note 1) | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (97) | | |
| Net income (loss) available to common stockholders | | | | | | | | | | | | | | | | | | $ | 2,615 | | | | | $ | 2,222 | | | | | $ | 3,176 | |
| Income (loss) from discontinued operations | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (.08) | | |
| Weighted-average shares (millions) | | | | | | | | | | | | | | | | | | 1,225 | | | | | | 1,223 | | | | | | 1,223 | | |
| Assets held for sale (Note 3) | | | | | | 318 | | | | | | 1 | | |
| Liabilities held for sale (Note 3) | | | | | | 63 | | | | | | — | | |
| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 2,618 | | | | | | — | | | | | | — | | | | | | 2,618 | | | | | | 150 | | | | | | 2,768 | | |
| Noncontrolling interest resulting from acquisition | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25 | | | | | | 25 | | |
| Changes in ownership of consolidated subsidiaries, net (Note 2) | | | — | | | | | | — | | | | | | 126 | | | | | | — | | | | | | — | | | | | | — | | | | | | 126 | | | | | | (166) | | | | | | (40) | | |
| Net increase (decrease) in equity | | | — | | | | | | 3 | | | | | | 158 | | | | | | 159 | | | | | | 51 | | | | | | — | | | | | | 371 | | | | | | (216) | | | | | | 155 | | |
| Balance at December 31, 2025 | | | $ | 35 | | | | | $ | 1,261 | | | | | $ | 24,801 | | | | | $ | (12,237) | | | | | $ | 127 | | | | | $ | (1,180) | | | | | $ | 12,807 | | | | | $ | 2,188 | | | | | $ | 14,995 | |
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| Impairment or write-off of certain assets (Note 16) | | | | | | 212 | | | | | | — | | | | | | 10 | | |
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| Accrued interest | | | 53 | | | | | | 76 | | |
| Reserve for rate refunds (Note 18) | | | 179 | | | | | | — | | |
| Accrual for litigation settlement (Note 18) | | | 75 | | | | | | — | | |
| Other current liabilities | | | 143 | | | | | | 105 | | |
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| Reserve for rate refunds | | | 179 | | | | | | — | | | | | | — | | |
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| | | | | | | | | | Pension Benefits Obligation | | | | | |
| *Description of the Matter* | | | | | | | | | At December 31, 2024, the Company’s aggregate pension benefits obligation was $937 million and was exceeded by the fair value of pension plan assets of $1,183 million, resulting in an overfunded pension benefits obligation of $246 million. As explained in Note 7 to the consolidated financial statements, the Company utilized key assumptions to determine the pension benefits obligation. Auditing the pension benefits obligation is complex and required the involvement of specialists due to the nature of the actuarial assumptions (e.g., discount rates and cash balance interest crediting rate) used in the measurement process. These assumptions have a significant effect on the projected benefit obligation. | | | | | |
| *How We Addressed the Matter in Our Audit* | | | | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the measurement and valuation of the pension benefits obligation, including controls over management’s review of the pension benefits obligation, the significant actuarial assumptions and the data inputs. To test the pension benefits obligation, our audit procedures included, among others, evaluating the methodologies used, the significant actuarial assumptions discussed above, and the underlying data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the changes in the funded status from prior year. In addition, we involved our actuarial specialists to assist with our procedures. For example, we evaluated management’s methodology for determining the discount rates that reflect the maturity and duration of the benefit payments and are used to measure the pension benefits obligation. As part of this assessment, we independently developed a range of yield curves, we compared the projected cash flows to prior year, and compared the current year benefits paid to the prior year projected cash flows. To test the cash balance interest crediting rate, we independently calculated a range of rates and compared them to the rate used by management. We also tested the completeness and accuracy of the underlying data, including the participant data. | | | | | |
February 25, 2025
| Weighted-average shares (thousands) | | | | | | | | | | | | | | | | | | 1,222,954 | | | | | | 1,222,715 | | | | | | 1,222,672 | | |
| Balance at December 31, 2021 | | | $ | 35 | | | | | $ | 1,250 | | | | | $ | 24,449 | | | | | $ | (13,237) | | | | | $ | (33) | | | | | $ | (1,041) | | | | | $ | 11,423 | | | | | $ | 2,678 | | | | | $ | 14,101 | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Purchases of treasury stock | | | | | | — | | | | | | (130) | | | | | | (9) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Affiliates | | | 12 | | | | | | 13 | | |
| Net income (loss) | | | $ | 180 | | | | | $ | 180 | | | | | $ | 137 | |
| [N](#ia9d582e1309b45f49a948c31465b7385_4645)[ote 10](#ia9d582e1309b45f49a948c31465b7385_4645) [–](#ia9d582e1309b45f49a948c31465b7385_271) [R](#ia9d582e1309b45f49a948c31465b7385_4645)[egulatory Assets and Lia](#ia9d582e1309b45f49a948c31465b7385_4645)[bilities](#ia9d582e1309b45f49a948c31465b7385_4645) | | | | | | Williams, Transco, NWP | | | | | | [159](#ia9d582e1309b45f49a948c31465b7385_4645) | | |
| [Note](#ia9d582e1309b45f49a948c31465b7385_367) [20](#ia9d582e1309b45f49a948c31465b7385_367) [– Subsequent Events](#ia9d582e1309b45f49a948c31465b7385_367) | | | | | | Williams | | | | | | [191](#ia9d582e1309b45f49a948c31465b7385_367) | | |
General
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).
Williams
Its operations are located in the United States and are presented within the following reportable segments:
Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures).
Reclassifications
Certain prior-year amounts for Transco and NWP have been reclassified to conform to the current year’s presentation.
These reclassifications had no impact on Transco’s or NWP’s net income (loss), working capital, cash flows or total member’s equity previously reported.
received from equity-method investees as either returns on investment (cash inflows from operating activities) or returns of investment (cash inflows from investing activities) based on the nature of the activities of the equity-method investee that generated the distribution.
actual cost of construction under established regulatory practices; nonregulated operations are only allowed to capitalize the cost of debt funds related to construction activities, while a component for equity is prohibited.
billed over time.
As of December 31, 2024 and 2023, there were no such rate refund liabilities for Transco and NWP.
As a result, Williams’ contract assets related to its future MVC payments are generally expected to be collected within the next 12 months and are included within *Other current assets and deferred charges* in the Consolidated Balance Sheet until such time as the MVC short-fall payments are invoiced to the customer.
recognition occurring prior to actual billings.
These contracts generally meet the definition of derivatives and are typically not designated as hedges for accounting purposes.
actual price of the underlying goods being delivered.
(See Note 17 – Commodity Derivatives.)
all temporary differences between the financial basis and the tax basis of its assets and liabilities.
collateral agreements include such provisions.
This step
If the estimated fair value is
The year-end discount rates are determined considering a
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, *Income Taxes: Improvements to Income Tax Disclosures*, which requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold.
An excerpt. Shown here: 40 of 1,194 rewritten, 40 of 558 added and 40 of 288 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures
19 rewritten, 3 added, 4 removed, 87 unchanged
[removed: Hartree’s] [added: Rimrock’s] total revenues constituted approximately 2 percent of total revenues as shown in Williams’ consolidated financial statements for the year ended December 31, [removed: 2024.][added: 2025.]
[removed: Hartree’s] [added: Rimrock’s] total assets constituted approximately [removed: 4] [added: 1] percent of total assets as shown in Williams’ consolidated financial statements [removed: as of] [added: at] December 31, [removed: 2024.][added: 2025.]
Williams has excluded [removed: Hartree’s and Crowheart’s] [added: Rimrock’s] disclosure controls and procedures that are subsumed by their internal control over financial reporting from the scope of management’s assessment of the effectiveness of Williams’ disclosure controls and procedures.
There have been no changes during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, Williams’ Internal Control over Financial Reporting.
Williams’ internal control over financial reporting is designed to provide reasonable assurance to management and the board of directors regarding the [removed: preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.]
Under the supervision and with the participation of Williams’ management, including the Principal Executive Officer and Principal Financial Officer, Williams assessed the effectiveness of the internal control over financial reporting at December 31, [removed: 2024,] [added: 2025,] based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control — Integrated Framework* (2013).
Based on the assessment, which excluded [removed: Hartree and Crowheart’s] [added: Rimrock’s] internal control over financial reporting as previously discussed, it was concluded that, at December 31, [removed: 2024,] [added: 2025,] Williams’ internal control over financial reporting was effective.
To the [removed: Stockholders] [added: Shareholders] and the Board of Directors of
We have audited The Williams Companies, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, The Williams Companies, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.
As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Hartree Cardinal Gas, LLC, Hartree Natural Gas Storage, LLC] [added: a group of natural gas gathering] and [removed: Crowheart Energy, LLC,] [added: processing assets purchased from Rimrock Energy Partners, LLC (Rimrock),] which [removed: are] [added: is] included in the [removed: 2024] [added: 2025] consolidated financial statements of the Company and [removed: collectively] constituted approximately [removed: five] [added: one] percent of total assets as of December 31, [removed: 2024.][added: 2025.]
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: Hartree Cardinal Gas, LLC, Hartree Natural Gas Storage, LLC and Crowheart Energy, LLC.][added: Rimrock.]
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and the financial statement schedule listed in the index at Item 15(a) and our report dated February [removed: 25, 2025] [added: 24, 2026] expressed an unqualified opinion thereon.
There have been no changes during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, Transco’s Internal Control over Financial Reporting.
Under the supervision and with the participation of Transco’s management, including the Principal Executive Officer and Principal Financial Officer, Transco assessed the effectiveness of internal control over financial reporting at December 31, [removed: 2024,] [added: 2025,] based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control — Integrated Framework* (2013).
Based on the assessment, it was concluded that, at December 31, [removed: 2024,] [added: 2025,] Transco’s internal control over financial reporting was effective.
There have been no changes during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, NWP’s Internal Control over Financial Reporting.
Under the supervision and with the participation of NWP’s management, including the Principal Executive Officer and Principal Financial Officer, NWP assessed the effectiveness of the internal control over financial reporting at December 31, [removed: 2024,] [added: 2025,] based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control — Integrated Framework* (2013).
Based on the assessment, it was concluded that, at December 31, [removed: 2024,] [added: 2025,] NWP’s internal control over financial reporting was effective.
Williams purchased Rimrock as part of the Rimrock Asset Purchase on January 31, 2025.
preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.
February 24, 2026
As disclosed in Note 3 – Acquisitions and Divestitures, Williams acquired Hartree as part of the Gulf Coast Storage Acquisition on January 3, 2024.
Williams also acquired Crowheart on November 1, 2024, and its total revenues constituted less than 1 percent of total revenues as shown in Williams’ consolidated financial statements for the year ended December 31, 2024.
Crowheart’s total assets constituted approximately 1 percent of total assets as shown in Williams’ consolidated financial statements as of December 31, 2024.
February 25, 2025
Item 9B. Other Information
1 rewritten, 5 added, 0 removed, 0 unchanged
During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of Williams adopted or terminated a “Rule 10b5-1 trading [removed: arrangement”] [added: arrangement,” and no director] or [added: officer of Williams adopted or terminated a] “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Departure of Director
On February 20, 2026, Stacey Doré notified Williams that she has elected not to stand for re-election and will depart Williams’ Board of Directors when her term expires on April 28, 2026.
Ms. Doré is a member of the Audit Committee and Governance and Sustainability Committee.
Following Ms. Doré’s departure, the size of Williams’ Board of Directors will be reduced to eleven directors.
Rule 10b5-1 Trading Arrangements
Item 10. Directors, Executive Officers and Corporate Governance
3 rewritten, 0 added, 1 removed, 5 unchanged
The information regarding Williams’ directors and nominees for director required by Item 401 of Regulation [removed: S-K] [added: S‑K] will be presented under the heading “Election of Directors” in Williams’ definitive proxy statement prepared for the solicitation of proxies in connection with its Annual Meeting of Stockholders to be held April [removed: 29, 2025,] [added: 28, 2026,] which shall be filed no later than March 19, [removed: 2025] [added: 2026] (“Proxy Statement”), which information is incorporated by reference herein.
Information required by paragraphs [removed: (c)(3),] [added: (c),] (d)(4) and (d)(5) of Item 407 of Regulation S-K will be included under the heading “Questions and Answers About the Annual Meeting and Voting” and “Corporate Governance” in the Proxy Statement, which information is incorporated by reference herein.
Williams has adopted The Williams Policy on Securities Trading (“Securities Trading Policy”) that is applicable to Williams’ directors, officers, employees, and “any other person providing services to Williams who is aware of Material Nonpublic Information relating to Williams or other public companies,” as well as “family members of persons covered by this policy, others living in their households, and entities that are directed by or subject to their influence [added: or control.” A copy of the Securities Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10‑K.]
or control.” A copy of the Securities Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10‑K.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K regarding executive compensation will be presented under the headings “Compensation Discussion and Analysis,” “Executive Compensation Tables and Other Information,” “Director Compensation For Fiscal Year [removed: 2024,”] [added: 2025,”] “Compensation and Management Development Committee Report,” and “Compensation and Management Development Committee Interlocks and Insider Participation” in the Proxy Statement, which information is incorporated by reference herein.
Item 14. Principal Accountant Fees and Services
0 rewritten, 2 added, 1 removed, 30 unchanged
| | | | 2025 | | | | | | 2024 | | |
| | | | 2025 | | | | | | 2024 | | |
| | | | 2024 | | | | | | 2023 | | |
Item 15. Exhibits and Financial Statement Schedules
101 rewritten, 18 added, 4 removed, 266 unchanged
| [Consolidated statement of income for each year in the three-year period ended December 31, [removed: 2024](#ia9d582e1309b45f49a948c31465b7385_103)] [added: 2025](#ia8714cb68fad43b68c214d21884dc24d_103)] | | | [removed: [96](#ia9d582e1309b45f49a948c31465b7385_103)] [added: [95](#ia8714cb68fad43b68c214d21884dc24d_103)] | | |
| [Consolidated statement of comprehensive income (loss) for each year in the three-year period ended December 31, [removed: 2024](#ia9d582e1309b45f49a948c31465b7385_106)] [added: 2025](#ia8714cb68fad43b68c214d21884dc24d_106)] | | | [removed: [97](#ia9d582e1309b45f49a948c31465b7385_106)] [added: [96](#ia8714cb68fad43b68c214d21884dc24d_106)] | | |
| [Consolidated balance sheet at December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ia9d582e1309b45f49a948c31465b7385_109)] [added: 2024](#ia8714cb68fad43b68c214d21884dc24d_109)] | | | [removed: [98](#ia9d582e1309b45f49a948c31465b7385_109)] [added: [97](#ia8714cb68fad43b68c214d21884dc24d_109)] | | |
| [Consolidated statement of changes in equity for each year in the three-year period ended December 31, [removed: 2024](#ia9d582e1309b45f49a948c31465b7385_115)] [added: 2025](#ia8714cb68fad43b68c214d21884dc24d_115)] | | | [removed: [99](#ia9d582e1309b45f49a948c31465b7385_115)] [added: [98](#ia8714cb68fad43b68c214d21884dc24d_115)] | | |
| [Consolidated statement of cash flows for each year in the three-year period ended December 31, [removed: 2024](#ia9d582e1309b45f49a948c31465b7385_118)] [added: 2025](#ia8714cb68fad43b68c214d21884dc24d_118)] | | | [removed: [100](#ia9d582e1309b45f49a948c31465b7385_118)] [added: [99](#ia8714cb68fad43b68c214d21884dc24d_118)] | | |
| [Combined [removed: notes] [added: Notes] to [removed: financial statements](#ia9d582e1309b45f49a948c31465b7385_157)] [added: Financial Statements](#ia8714cb68fad43b68c214d21884dc24d_157)] | | | [removed: [113](#ia9d582e1309b45f49a948c31465b7385_157)] [added: [112](#ia8714cb68fad43b68c214d21884dc24d_157)] | | |
| Schedule for each year in the three-year period ended December 31, [removed: 2024:] [added: 2025:] | | | | | |
| [II — Valuation and qualifying [removed: accounts](#ia9d582e1309b45f49a948c31465b7385_541)] [added: accounts](#ia8714cb68fad43b68c214d21884dc24d_397)] | | | [removed: [192](#ia9d582e1309b45f49a948c31465b7385_541)] [added: [191](#ia8714cb68fad43b68c214d21884dc24d_397)] | | |
| 3.2 | | | — | | | [Certificate of Designations of Series B Preferred Stock of the Williams Companies, Inc. (filed on July17, 2018, as Exhibit 3.1 to The Williams Companies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/107263/000119312518219725/d522727dex31.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000119312518219725/d522727dex31.htm)[s](https://www.sec.gov/Archives/edgar/data/107263/000119312518219725/d522727dex31.htm) [current] [added: Inc.’s current] report on Form 8-K (File No. 001-04174) and Incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000119312518219725/d522727dex31.htm) | | |
| 4.18 | | | — | | | [removed: [Tenth](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm) [](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm)[Supplemental] [added: [Tenth Supplemental] Indenture, dated as [removed: of](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm) [August](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm) [13](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm)[,] [added: of August 13,] 2024, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed [removed: on](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm) [](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm)[August](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm) [](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm)[13](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm)[,] [added: on August 13,] 2024, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000119312524199942/d801862dex41.htm) | | |
| 4.19 | | | — | | | [removed: [Eleventh](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm) [Supplemental] [added: [Eleventh Supplemental] Indenture, dated as of [removed: January](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm) [9](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm)[, 202](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm)[,] [added: January 9, 2025,] between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: January](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm) [10](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm)[, 202](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm)[,] [added: January 10, 2025,] as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000119312525003565/d862615dex41.htm) | | |
| [removed: 4.20] [added: 4.22] | | | — | | | [Indenture, dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000095012310010940/c56234exv4w1.htm) | | |
| [removed: 4.21] [added: 4.23] | | | — | | | [First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex45.htm) | | |
| [removed: 4.22] [added: 4.24] | | | — | | | [Second Supplemental Indenture, dated as of August 10, 2018, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on August 10, 2018, as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex42.htm) | | |
| [removed: 4.23] [added: 4.25] | | | — | | | [Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1324518/000095012310104733/c61303exv4w1.htm) | | |
| [removed: 4.24] [added: 4.26] | | | — | | | [Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 4, 2014, as Exhibit](https://www.sec.gov/Archives/edgar/data/1324518/000119312514082303/d686854dex41.htm) [removed: [](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex31.htm)[4.1] [added: [](https://www.sec.gov/Archives/edgar/data/1324518/000119312514082303/d686854dex41.htm)[4.1] to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1324518/000119312514082303/d686854dex41.htm) | | |
| [removed: 4.25] [added: 4.27] | | | — | | | [removed: [S](https://www.sec.gov/Archives/edgar/data/1324518/000119312514253320/d750827dex41.htm)[ixth] [added: [Sixth] Supplemental Indenture, dated as of June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014, as Exhibit_4.1 to Williams Partners [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1324518/000119312514253320/d750827dex41.htm)[’](https://www.sec.gov/Archives/edgar/data/1324518/000119312514253320/d750827dex41.htm)[s] [added: L.P.’s] current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1324518/000119312514253320/d750827dex41.htm) | | |
| [removed: 4.26] [added: 4.28] | | | — | | | [removed: [S](https://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex44.htm)[eventh] [added: [Seventh] Supplemental Indenture, dated as of February 2, [removed: 20](https://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex44.htm)[15,] [added: 2015,] between Williams Partners L.P. [removed: and](https://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex44.htm) [The] [added: and The] Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit_4.4 to Williams Partners [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex44.htm)[’](https://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex44.htm)[s] [added: L.P.’s] current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex44.htm) | | |
| [removed: 4.27] [added: 4.29] | | | — | | | [Eighth Supplemental Indenture, dated as of March 3, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 3, 2015, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1483096/000119312515075126/d882944dex41.htm) | | |
| [removed: 4.28] [added: 4.30] | | | — | | | [Ninth Supplemental Indenture, dated as of June 5, 2017, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 5, 2017, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1483096/000119312517194685/d407903dex41.htm) | | |
| [removed: 4.29] [added: 4.31] | | | — | | | [Tenth Supplemental Indenture, dated as of March 5, 2018, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 5, 2018, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1483096/000119312518069525/d546805dex41.htm) | | |
| [removed: 4.30] [added: 4.32] | | | — | | | [Eleventh Supplemental Indenture, dated as of August 10, 2018, between The Williams Companies Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on August 10, 2018, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex41.htm) | | |
| [removed: 4.31] [added: 4.34] | | | — | | | [Senior Indenture, dated as of [removed: November 30, 1995,] [added: July 15, 1996,] between [removed: Northwest Pipeline] [added: Transcontinental Gas Pipe Line] Corporation and [removed: Chemical Bank,] [added: Citibank, N.A., as] Trustee (filed [removed: September 14, 1995,] [added: on April 2, 1996,] as Exhibit 4.1 to [removed: Northwest Pipeline’s] [added: Transcontinental Gas Pipe Line Corporation’s] registration statement on Form S-3 (File No. [removed: 033-62639)] [added: 333-02155)] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/110019/0000950134-95-002272.txt)] [added: reference).](https://www.sec.gov/Archives/edgar/data/99250/0000950129-96-000543.txt)] | | |
| [removed: 4.32] [added: 4.33] | | | — | | | [Indenture, dated as of April 3, 2017, between Northwest Pipeline LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on April 3, 2017, as Exhibit 4.1 to Northwest Pipeline’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/110019/000119312517108766/d374835dex41.htm) | | |
| [removed: 4.33] [added: 4.44] | | | — | | | [Senior [removed: Indenture,] [added: Indenture] dated [removed: as of] July 15, [removed: 1996, between] [added: 1996](https://www.sec.gov/Archives/edgar/data/99250/0000950129-96-000543.txt)[,](https://www.sec.gov/Archives/edgar/data/99250/0000950129-96-000543.txt) [between] Transcontinental Gas Pipe Line Corporation and Citibank, N.A., as Trustee (filed on April 2, [removed: 1996, as] [added: 1996](https://www.sec.gov/Archives/edgar/data/99250/0000950129-96-000543.txt)[,](https://www.sec.gov/Archives/edgar/data/99250/0000950129-96-000543.txt) [as] Exhibit 4.1 to [removed: Transcontinental Gas Pipe Line Corporation’s] [added: our] registration statement [removed: on] Form S-3 (File No. 333-02155) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/99250/0000950129-96-000543.txt) | | |
| [removed: 4.34] [added: 4.35] | | | — | | | [Indenture, dated as of August 12, 2011, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011, as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/99250/000095012311076637/c65827exv4w1.htm) | | |
| [removed: 4.35] [added: 4.36] | | | — | | | [Indenture, dated as of July 13, 2012, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on July 16, [removed: 2012 as] [added: 2012](https://www.sec.gov/Archives/edgar/data/99250/000119312512303132/d380672dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/99250/000119312512303132/d380672dex41.htm) [as] Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/99250/000119312512303132/d380672dex41.htm) | | |
| [removed: 4.36] [added: 4.39] | | | — | | | [removed: [Indenture,] [added: [I](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm)[ndenture,] dated as [removed: of January 22, 2016,] [added: of](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm) [November 20, 2025,] between Transcontinental [removed: Gas] [added: G](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm)[as] Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee (filed on January 22, 2016,] [added: trustee](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm) [(filed](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm) [on November 20, 2025](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm)[,] as Exhibit 4.1 to The Williams Companies, [removed: Inc.’s] [added: Inc.](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm)[’](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm)[s] current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/99250/000119312516435679/d127799dex41.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/99250/000119312525289836/d891569dex41.htm)] | | |
| [removed: 4.39] [added: 4.40] | | | — | | | [Indenture, dated August 17, 1998, between Questar Pipeline Company and Wells Fargo Bank, N.A., as successor trustee (filed on August 17, 1998, as Exhibit 4.01 to the Questar Pipeline [removed: Company](https://www.sec.gov/Archives/edgar/data/764044/0000889812-98-002018.txt)[’](https://www.sec.gov/Archives/edgar/data/764044/0000889812-98-002018.txt)[s](https://www.sec.gov/Archives/edgar/data/764044/0000889812-98-002018.txt) [Registration] [added: Company’s Registration] Statement on Form S-3 (File No. 333-61621) and incorporated herein [removed: by reference.](https://www.sec.gov/Archives/edgar/data/764044/0000889812-98-002018.txt)] [added: by](https://www.sec.gov/Archives/edgar/data/764044/0000889812-98-002018.txt) [reference.](https://www.sec.gov/Archives/edgar/data/764044/0000889812-98-002018.txt)] | | |
| [removed: 4.40] [added: 4.41] | | | — | | | [Officer’s Certificate (including the form of Questar Pipeline Company’s 4.875% Senior Notes due 2041) (filed on December 6, 2011, as Exhibit 4.1 to the Questar Pipeline [removed: Company](https://www.sec.gov/Archives/edgar/data/764044/000110465911067825/a11-31171_1ex4d1.htm)[’](https://www.sec.gov/Archives/edgar/data/764044/000110465911067825/a11-31171_1ex4d1.htm)[s](https://www.sec.gov/Archives/edgar/data/764044/000110465911067825/a11-31171_1ex4d1.htm) [current] [added: Company’s current] report on Form 8-K (File No. 001-14147) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/764044/000110465911067825/a11-31171_1ex4d1.htm). | | |
| [removed: 4.41] [added: 4.42] | | | — | | | [Dominion Energy Questar Pipeline Note Purchase [removed: Agreement](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm) [](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[(filed] [added: Agreement (filed] on February 21, 2024, as Exhibit 4.39 to [removed: The](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm) [W](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[illiams] [added: The Williams] Companies, [removed: Inc](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[.](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[s] [added: Inc.’s] annual report on [removed: Form](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm) [10-K] [added: Form 10-K] (File No. [removed: 001](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[\-](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[04174)] [added: 001-04174)] and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)[.](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex439.htm)] | | |
| [removed: 4.42] [added: 4.43] | | | — | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/107263/000010726323000007/wmb_20221231x10kxex435.htm). | | |
| 10.1§ | | | — | | | [The Williams Companies Amended and Restated Retirement Restoration Plan amended effective as of January 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm)[,](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm) [(filed] [added: 2024, (filed] on February 21, 2024, as [removed: Exhi](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm)[bit](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm) [10.1] [added: Exhibit 10.1] to The Williams Companies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm)[s] [added: Inc.’s] annual report on [removed: Form](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm) [10-K] [added: Form 10-K] (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726324000019/wmb_20231231x10kxex101.htm) | | |
| 10.2§ | | | — | | | [Form of Director and Officer Indemnification Agreement (filed on September 24, 2008, as [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/107263/000129993308004469/exhibit2.htm) [](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex31.htm)[10.1] [added: Exhibit 10.1] to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000129993308004469/exhibit2.htm) | | |
| 10.3§ | | | — | | | [Form of 2013 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 26, 2014, as Exhibit 10.11 to The Williams Companies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex1011.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex1011.htm)[s](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex1011.htm) [annual] [added: Inc.’s annual] report on Form 10-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex1011.htm) | | |
| [removed: 10.4§] [added: 10.5§] | | | — | | | [Form of [removed: 2014] [added: 2015] Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February [removed: 26, 2014,] [added: 25, 2015,] as Exhibit [removed: 10.8] [added: 10.17] to The Williams Companies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex108.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex108.htm)[s](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex108.htm) [annual] [added: Inc.’s annual] report on Form 10-K (File No. 001-04174) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726314000003/wmb_20131231xex108.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1017.htm)] | | |
| [removed: 10.5§] [added: 10.4§] | | | — | | | [Form of 2014 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 25, 2015, as Exhibit 10.12 to The Williams Companies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1012.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1012.htm)[s](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1012.htm) [annual] [added: Inc.’s annual] report on Form 10-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1012.htm) | | |
| [removed: 10.6§] [added: 10.14§] | | | — | | | [Form of [removed: 2015] Time-Based Restricted Stock Unit Agreement among [added: The] Williams [added: Companies, Inc.] and certain employees and officers (filed on February [removed: 25, 2015,] [added: 28, 2022,] as Exhibit [removed: 10.16] [added: 10.31] to The Williams Companies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1016.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1016.htm)[s](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1016.htm) [annual] [added: Inc.’s annual] report on Form 10-K (File [removed: No. 001-04174)] [added: No.001-04174)] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1016.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726322000007/wmb_20211231x10kxex1031.htm)] | | |
| 10.7§ | | | — | | | [Form of [removed: 2015] [added: 2016] Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February [removed: 25, 2015,] [added: 22, 2017,] as Exhibit [removed: 10.17] [added: 10.22] to The Williams Companies, [removed: Inc](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1017.htm)[.](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1017.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1017.htm)[s](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1017.htm) [](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1017.htm)[annual] [added: Inc.’s annual] report on Form 10-K (File No. 001-04174) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726315000003/wmb_20141231xex1017.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726317000003/wmb_20161231xex1022.htm)] | | |
| [removed: 10.8§] [added: 10.6§] | | | — | | | [Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017, as Exhibit 10.21 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000010726317000003/wmb_20161231xex1021.htm) | | |
| 4.21 | | | — | | | [Thirteenth Supplemental Indenture, dated as of January 8, 2026](https://www.sec.gov/Archives/edgar/data/107263/000119312526007722/d33935dex41.htm)[, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 8, 2026, as E](https://www.sec.gov/Archives/edgar/data/107263/000119312526007722/d33935dex41.htm)[xhibit 4.1 to The Williams Companies, Inc.](https://www.sec.gov/Archives/edgar/data/107263/000119312526007722/d33935dex41.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000119312526007722/d33935dex41.htm)[s current report on From 8-K (File No. 001-04174) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/107263/000119312526007722/d33935dex41.htm) | | |
| 10.22§ | | | — | | | [For](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm)[m of Restricted Stock Unit Aw](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm)[a](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm)[rd](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm) [Agreement between The Williams Companies, Inc. an](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm)[d certain employees and officer for awards granted as of February 2025 or later](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm) [(filed on May 5, 2025, as Exhi](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm)[bit 10.3 to The Williams Companies, Inc.](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm)[’](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm)[s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/99250/000010726325000102/wmb_20250331x10qxex103.htm) | | |
| 10.25§ | | | — | | | [Retention Agreement dated July 14, 2025, between Will](https://www.sec.gov/Archives/edgar/data/99250/000010726325000145/wmb_20250930x10qxex101.htm)[iams WPC-I, LLC, and Robert Wingo (filed on November 3, 2025, as Exhibit 10.1 to The Williams Companies, Inc.](https://www.sec.gov/Archives/edgar/data/99250/000010726325000145/wmb_20250930x10qxex101.htm)[’](https://www.sec.gov/Archives/edgar/data/99250/000010726325000145/wmb_20250930x10qxex101.htm)[s quarterly report on Form 10-Q (File No. 001](https://www.sec.gov/Archives/edgar/data/99250/000010726325000145/wmb_20250930x10qxex101.htm)[\-004174) and incorporated her](https://www.sec.gov/Archives/edgar/data/99250/000010726325000145/wmb_20250930x10qxex101.htm)[ein by reference.](https://www.sec.gov/Archives/edgar/data/99250/000010726325000145/wmb_20250930x10qxex101.htm) | | |
| 10.32 | | | — | | | [Credit Agreement dated as of December 1, 2025, among Northwest Pipeline LLC, as borrower, the lenders named therein, and PNC Bank, National Association, as Administrative Agent (filed on December 1, 2025](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[,](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm) [as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm) [](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[8-K (File No. 001-07414) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm) | | |
| 23.2* | | | — | | | [Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.](https://www.sec.gov/Archives/edgar/data/107263/000010726326000006/tgpl_20251231x10kxex232.htm) | | |
| [Balance sheet at December 31, 2025 and 2024](#ia8714cb68fad43b68c214d21884dc24d_148) | | | [109](#ia8714cb68fad43b68c214d21884dc24d_148) | | |
| [Combined Notes to Financial Statements](#ia8714cb68fad43b68c214d21884dc24d_157) | | | [112](#ia8714cb68fad43b68c214d21884dc24d_157) | | |
| 10.39 | | | — | | | [C](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[redit Agreement dated as of December 1, 2025](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[, among Northwest Pipeline LLC, as borrower, the lenders named therein, and PNC Bank, National Association, as Administrative Agent (filed on December 1, 2025](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[,](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm) [as Exhibit 10](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[.1 to The Williams Companies, Inc.](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[’](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[s current report on Form](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm) [](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[8-K (File No. 001-07414) and incorporated her](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm)[ein by reference).](https://www.sec.gov/Archives/edgar/data/107263/000119312525304001/d82372dex101.htm) | | |
| 23.3* | | | — | | | [Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.](https://www.sec.gov/Archives/edgar/data/107263/000010726326000006/nwp_20251231x10kxex233.htm) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit No. | | | | | | Description | | |
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| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
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| [B](#ia9d582e1309b45f49a948c31465b7385_148)[alance sheet at December 31, 202](#ia9d582e1309b45f49a948c31465b7385_148)[4](#ia9d582e1309b45f49a948c31465b7385_148) [and 20](#ia9d582e1309b45f49a948c31465b7385_148)[23](#ia9d582e1309b45f49a948c31465b7385_148) | | | [110](#ia9d582e1309b45f49a948c31465b7385_148) | | |
| [Combined](#ia9d582e1309b45f49a948c31465b7385_157) [N](#ia9d582e1309b45f49a948c31465b7385_157)[otes to](#ia9d582e1309b45f49a948c31465b7385_157) [](#ia9d582e1309b45f49a948c31465b7385_157)[F](#ia9d582e1309b45f49a948c31465b7385_157)[inancial](#ia9d582e1309b45f49a948c31465b7385_157) [S](#ia9d582e1309b45f49a948c31465b7385_157)[tatements](#ia9d582e1309b45f49a948c31465b7385_157) | | | [113](#ia9d582e1309b45f49a948c31465b7385_157) | | |
| 4.49 | | | — | | | [Senior Indenture, dated as of November 30, 1995 between Northwest Pipeline Corporation and Chemical Bank, relating to Northwest Pipeline’s 7.125% Debentures due 2025 (filed on September 14, 1995 as Exhibit 4.1 to our registration statement on Form S-3 (File No. 033-62639) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/110019/0000950134-95-002272.txt) | | |
| 10.35 | | | — | | | [Assignment Agreement dated February 13, 2013, by and between Northwest Pipeline Services LLC and Williams WPC-I, LLC, effective January 1, 2013 (filed on February 3, 2015 as Exhibit 10(b) to our annual report on Form 10-K (File No. 001-07414) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/110019/000119312513080291/d492933dex10b.htm) | | |
An excerpt. Shown here: 40 of 101 rewritten, all 18 added and all 4 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary
17 rewritten, 8 added, 3 removed, 85 unchanged
Date: February [removed: 25, 2025][added: 24, 2026]
| /s/ [removed: ALAN S. ARMSTRONG] [added: CHAD J. ZAMARIN] | | | | | | President, Chief Executive Officer and Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| [removed: Alan S. Armstrong] [added: Chad J. Zamarin] | | | | | | (Principal Executive Officer) | | | | | | | | |
| /s/ JOHN D. PORTER | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Financial Officer | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ MARY A. HAUSMAN | | | | | | Vice President, Chief Accounting Officer and Controller | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ MICHAEL A. CREEL | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ STACEY H. DORÉ | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ CARRI A. LOCKHART | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ RICHARD E. MUNCRIEF | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ PETER A. RAGAUSS | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ ROSE M. ROBESON | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ SCOTT D. SHEFFIELD | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ WILLIAM H. SPENCE | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ JESSE J. TYSON | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ CHAD A. TEPLY | | | | | | Management Committee Member and Senior Vice President | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ MARY A. HAUSMAN | | | | | | Vice President and Chief Accounting Officer | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ BILLEIGH W. MARK | | | | | | Controller | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |
| /s/ ALAN S. ARMSTRONG | | | | | | Executive Chairman of the Board | | | | | | February 24, 2026 | | |
| Alan S. Armstrong | | | | | | | | | | | | | | |
| /s/ STEPHEN W. BERGSTROM | | | | | | Lead Independent Director | | | | | | February 24, 2026 | | |
Date: February 24, 2026
Date: February 24, 2026
| /s/ CHAD A. TEPLY | | | | | | Management Committee Member and Senior Vice President | | | | | | February 24, 2026 | | |
| /s/ MARY A. HAUSMAN | | | | | | Vice President and Chief Accounting Officer | | | | | | February 24, 2026 | | |
| /s/ BILLEIGH W. MARK | | | | | | Controller | | | | | | February 24, 2026 | | |
| /s/ STEPHEN W. BERGSTROM | | | | | | Chairman of the Board | | | | | | February 25, 2025 | | |
| /s/ MURRAY D. SMITH | | | | | | Director | | | | | | February 25, 2025 | | |
| Murray D. Smith | | | | | | | | | | | | | | |