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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-21 · 283 added, 84 removed, 297 unchanged (55% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or our internal control over financial reporting (Internal Controls) will prevent all errors and all fraud.

Williams’ management, including the Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

5 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

We monitor our Disclosure Controls and Internal Controls and make modifications as necessary;

our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Williams monitors the Disclosure Controls and Internal Controls and makes modifications as necessary;

Williams’ intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report.

This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

As disclosed in Note 3 – Acquisitions and Divestitures, we acquired MountainWest on February 14, 2023, and its total revenues constituted approximately 2 percent of total revenues as shown on our consolidated financial statements for the year ended December 31, 2023.

MountainWest’s total assets constituted approximately 3 percent of total assets as shown on our consolidated financial statements as of December 31, 2023.

We also acquired Cureton on November 30, 2023, and its total revenues constituted approximately zero percent of total revenues as shown on our consolidated financial statements for the year ended December 31, 2023.

Cureton’s total assets constituted approximately 1 percent of total assets as shown on our consolidated financial statements as of December 31, 2023.

We excluded MountainWest and Cureton’s disclosure controls and procedures that are subsumed by its internal control over financial reporting from the scope of management’s assessment of the effectiveness of our disclosure controls and procedures.

An evaluation of the effectiveness of the design and operation of Williams’ Disclosure Controls was performed as of the end of the period covered by this report.

This evaluation was performed under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer.

Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

As disclosed in Note 3 – Acquisitions and Divestitures, Williams acquired Hartree as part of the Gulf Coast Storage Acquisition on January 3, 2024.

Hartree’s total revenues constituted approximately 2 percent of total revenues as shown in Williams’ consolidated financial statements for the year ended December 31, 2024.

Hartree’s total assets constituted approximately 4 percent of total assets as shown in Williams’ consolidated financial statements as of December 31, 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.

Williams has excluded Hartree’s and Crowheart’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.

This exclusion is in accordance with the guidance issued by the Staff of the Securities and Exchange Commission that an assessment of recent business combinations may be omitted from management’s assessment of internal control over financial reporting for one year following the acquisition.

Changes in Internal Control Over Financial Reporting

Other than as set forth above, there have been no changes during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

There have been no changes during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, Williams’ Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act).

Our internal control over financial

reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and board of directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Williams’ internal control over financial reporting is designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.

Williams’ internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

(ii) provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of management and the board of directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on Williams’ financial statements.

All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting at December 31, 2023, 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 our assessment, which excluded MountainWest and Cureton’s internal control over financial reporting as previously discussed, we concluded that, at December 31, 2023, our internal control over financial reporting was effective.

Ernst & Young LLP, our independent registered public accounting firm, has audited our internal control over financial reporting, as stated in their report which is included in this Annual Report on Form 10-K.

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, 2024, 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 Hartree and Crowheart’s internal control over financial reporting as previously discussed, it was concluded that, at December 31, 2024, Williams’ internal control over financial reporting was effective.

Ernst & Young LLP, Williams’ independent registered public accounting firm, has audited the internal control over financial reporting, as stated in their report which is included in this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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 MountainWest Pipelines Holding Company or Cureton Front Range, LLC, which are included in the 2023 consolidated financial statements of the Company and constituted three and one percent of total assets, respectively, as of December 31, 2023.

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 MountainWest Pipelines Holding Company or Cureton Front Range, LLC.

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 Hartree Cardinal Gas, LLC, Hartree Natural Gas Storage, LLC and Crowheart Energy, LLC, which are included in the 2024 consolidated financial statements of the Company and collectively constituted approximately five percent of total assets as of December 31, 2024.

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 Hartree Cardinal Gas, LLC, Hartree Natural Gas Storage, LLC and Crowheart Energy, LLC.

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, 2024 and 2023, 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, 2024, and the related notes and the financial statement schedule listed in the index at Item 15(a) and our report dated February 25, 2025 expressed an unqualified opinion thereon.

18 unchanged sentences

February 25, 2025

Disclosure Controls and Procedures

Transco’s management, including the Principal Executive Officer and Principal Financial Officer, does not expect that the disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Transco monitors the Disclosure Controls and Internal Controls and makes modifications as necessary;

Transco’s intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of Transco’s Disclosure Controls was performed as of the end of the period covered by this report.

This evaluation was performed under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer.

Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, Transco’s Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act).

Transco’s internal control over financial reporting is designed to provide reasonable assurance to management regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.

Transco’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

(ii) provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the receipts and expenditures are being made only in accordance with authorization of management;

and (iii) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of assets that could have a material effect on Transco’s financial statements.

All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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, 2024, 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, 2024, Transco’s internal control over financial reporting was effective.

Disclosure Controls and Procedures

NWP’s management, including the Principal Executive Officer and Principal Financial Officer, does not expect that the disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

NWP monitors the Disclosure Controls and Internal Controls and makes modifications as necessary;

NWP’s intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of NWP’s Disclosure Controls was performed as of the end of the period covered by this report.

This evaluation was performed under the supervision and with the participation of NWP’s management, including the Principal Executive Officer and Principal Financial Officer.

Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, NWP’s Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act).

NWP’s internal control over financial reporting is designed to provide reasonable assurance to management regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.

NWP’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of management;

All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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, 2024, 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, 2024, NWP’s internal control over financial reporting was effective.

Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended December 31, 2024, no director or officer of Williams adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Since Transco and NWP meet the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10‑K, the information required by Items 10, 11, 12, and 13, is omitted for Transco and NWP.

Directors, Executive Officers and Corporate Governance

The information regarding our directors and nominees for director required by Item 401 of Regulation S-K will be presented under the heading “Corporate Governance and Board Matters” in our definitive proxy statement prepared for the solicitation of proxies in connection with our Annual Meeting of Stockholders to be held April 30, 2024, which shall be filed no later than March 21, 2024 (Proxy Statement), which information is incorporated by reference herein.

Information regarding our executive officers required by Item 401 of Regulation S-K is presented at the end of Part I herein and captioned “Information About Our Executive Officers,” as permitted by General Instruction G(3) and the Instruction to Item 401 of Regulation S-K.

Information required by paragraphs (c)(3), (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 and Board Matters” in our Proxy Statement, which information is incorporated by reference herein.

Our Corporate Governance Guidelines, the charters for each of our board committees, and our Code of Business Conduct applicable to all employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, or persons performing similar functions, are available on our Internet website at www.williams.com.

We will provide, free of charge, a copy of our Code of Business Conduct or any of our other corporate documents listed above upon written request to our Corporate Secretary at Williams, One Williams Center, Suite 4700, Tulsa, Oklahoma 74172.

We intend to disclose any amendments to or waivers, in each case, of the Code of Business Conduct on behalf of our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and persons performing similar functions on the corporate governance section of our Internet website at www.williams.com , promptly following the date of any such amendment or waiver.

The information regarding Williams’ directors and nominees for director required by Item 401 of Regulation 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 29, 2025, which shall be filed no later than March 19, 2025 (“Proxy Statement”), which information is incorporated by reference herein.

Information regarding Williams’ executive officers required by Item 401 of Regulation S-K is presented at the end of Part I herein and captioned “Information About Williams’ Executive Officers,” as permitted by General Instruction G(3) and the Instruction to Item 401 of Regulation S-K.

Information required by paragraphs (c)(3), (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.

Information regarding Williams’ insider trading policy required by Item 408 of Regulation S-K will be included under the headings “Executing on Effective Corporate Governance” and “Mitigating Risk in Williams’ Compensation Programs” 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

or control.” A copy of the Securities Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10‑K.

Williams complies with applicable laws, rules, regulations and listing standards when it transacts in its own securities.

Williams’ Corporate Governance Guidelines, the charters for each of Williams’ board committees, and Williams’ Code of Business Conduct applicable to all employees, including Williams’ Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, or persons performing similar functions, are available on Williams’ Internet website at www.williams.com.

Williams will provide, free of charge, a copy of Williams’ Code of Business Conduct or any of its other corporate documents listed above upon written request to Williams’ Corporate Secretary at Williams, One Williams Center, Suite 4700, Tulsa, Oklahoma 74172.

We intend to disclose any amendments to or waivers, in each case, of the Code of Business Conduct on behalf of Williams’ Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and persons performing similar functions on the corporate governance section of Williams’ Internet website at www.williams.com , promptly following the date of any such amendment or waiver.

Executive Compensation

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,” “Compensation and Management Development Committee Report on Executive Compensation,” and “Compensation and Management Development Committee Interlocks and Insider Participation” in our Proxy Statement, which information is incorporated by reference herein.

Notwithstanding the foregoing, the information provided under the heading “Compensation and Management Development Committee Report on Executive Compensation” in our Proxy Statement is furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.

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 2024,” “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.

Notwithstanding the foregoing, the information provided under the heading “Compensation and Management Development Committee Report” in the Proxy Statement is furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.

The information required by Item 408(x) regarding policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information will be presented under the heading “Compensation Discussion and Analysis” in the Proxy Statement, which information is incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 403 of Regulation S-K will be presented under the headings “Equity Compensation Stock Plans” and “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement, which information is incorporated by reference herein.

The information regarding securities authorized for issuance under equity compensation plans required by Item 201(d) of Regulation S-K and the security ownership of certain beneficial owners and management required by Item 403 of Regulation S-K will be presented under the headings “Securities Authorized For Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement, which information is incorporated by reference herein.

Certain Relationships and Related Transactions, and Director Independence

The information regarding certain relationships and related transactions required by Item 404 and Item 407(a) of Regulation S-K will be presented under the heading “Corporate Governance and Board Matters” in our Proxy Statement, which information is incorporated by reference herein.

The information regarding certain relationships and related transactions required by Item 404 and Item 407(a) of Regulation S-K will be presented under the heading “Election of Directors” in the Proxy Statement, which information is incorporated by reference herein.

Principal Accountant Fees and Services

The information regarding our principal accounting fees and services required by Item 9(e) of Schedule 14A will be presented under the heading “Principal Accountant Fees and Services” in our Proxy Statement, which information is incorporated by reference herein.

The information regarding Williams’ principal accounting fees and services required by Item 9(e) of Schedule 14A will be presented under the heading “Principal Accountant Fees and Services” in the Proxy Statement, which information is incorporated by reference herein.

Fees for professional services provided by Transco and NWP’s independent registered public accounting firm in each of the last two fiscal years in each of the following categories are (in millions):

Year Ended December 31,

Audit-related fees

All other fees

Year Ended December 31,

Audit fees $ 1 $ 1

Audit-related fees — —

All other fees — —

Total fees $ 1 $ 1

Fees for audit services include fees associated with the annual audit, the reviews for Transco and NWP’s quarterly reports on Form 10-Q, the reviews for other SEC and FERC filings, and accounting consultation.

As wholly owned subsidiaries of Williams, Transco and NWP do not have separate audit committees.

The Williams Audit Committee is responsible for the appointment, compensation, retention, and oversight of Ernst & Young LLP (EY) as such appointment relates to Transco, NWP, and Williams’ other subsidiaries.

The Williams Audit Committee is responsible for overseeing the determination of fees associated with EY’s audit of Transco and NWP’s financial statements.

The Williams Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by EY to Williams and its subsidiaries.

On an ongoing basis, management presents specific projects and categories of service, including projects and categories of service relating to Transco and NWP, to the Williams Audit Committee to request advance approval.

The Williams Audit Committee reviews those requests and advises management if the Williams Audit Committee approves the engagement of EY.

On a periodic basis, management reports to the Williams Audit Committee regarding the actual spending for such projects and services compared to the approved amounts.

The Williams Audit Committee may also delegate the authority to pre-approve audit and permitted non-audit services, excluding services related to internal control over financial reporting, to a subcommittee of one or more committee members, provided that any such pre-approvals are reported on at a subsequent Williams Audit Committee meeting.

Exhibits and Financial Statement Schedules

5 unchanged sentences

Consolidated statement of cash flows for each year in the three-year period ended December 31, 2024

Notes to consolidated financial statements

Combined notes to financial statements

Schedule for each year in the three-year period ended December 31, 2024:

8 unchanged sentences

(filed on July17, 2018, as Exhibit 3.1 to The Williams Companies, Inc.

current report on Form 8-K (File No.

’ s current report on Form 8-K (File No.

001-04174) and Incorporated herein by reference).

55 unchanged sentences

001-04174) and incorporated herein by reference).

— S ev enth Supplemental Inden ture, dated as of March 2, 2023, between The Williams Companies, Inc.

and The Bank of New York Mellon Trust Company, N .

, as trustee (filed on Marc h 2, 2023, as Exhibit 4.1 to The Williams Companies, Inc.

’ s current report on Form 8 -K ( File No.

001 - 04174 ) and incorporated herein by refe rence ) .

— Ei ghth Supplemental Indenture, dated as of August 10 , 2023, between The Williams Companies, Inc.

— Seventh Supplemental Indenture, dated as of March 2, 2023, between The Williams Companies, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 2, 2023, 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).

— Eighth Supplemental Indenture, dated as of August 10, 2023, between The Williams Companies, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 10, 2023, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

3 unchanged sentences

001-04174) and incorporated herein by reference).

— Tenth Supplemental Indenture, dated as of August 13 , 2024, between The Williams Companies, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (filed 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).

— Eleventh Supplemental Indenture, dated as of January 9 , 202 5 , between The Williams Companies, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 10 , 202 5 , 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).

— Indenture, dated as of February 9, 2010, between Williams Partners L.P.

16 unchanged sentences

001-32599) and incorporated herein by reference).

— 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 L.P.’s current report on Form 8-K (File No.

— S ixth 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 L.P.

’ s current report on Form 8-K (File No.

001-32599) and incorporated herein by reference).

— Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P.

— S eventh Supplemental Indenture, dated as of February 2, 20 15, between Williams Partners L.P.

and The Bank of New York Mellon Trust Company, N.A.

(filed on February 3, 2015, as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No.

(filed on February 3, 2015, as Exhibit_4.4 to Williams Partners L.P.

’ s current report on Form 8-K (File No.

001-34831) and incorporated herein by reference).

28 unchanged sentences

001-04174) and incorporated herein by reference).

— I ndenture, dated August 17, 1998, between Questar Pipeline Company and Wells Fargo Bank, N.A., as successor trustee (filed on August 17, 1998, as Exhib it 4.01 to the Questar Pipeline Company Registration Statement on Form S-3 (File No.

— 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 Company ’ s Registration Statement on Form S-3 (File No.

333-61621) and incorporated herein by reference.

— O fficer ’ s Certificate (including the form of Questar Pipeline Company ’ s 4.875% Senior Notes due 2041) (filed on December 6, 2011, as Exhib it 4.1 to the Questar Pipeline Company current report on Form 8-K ( File No.

— 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 Company ’ s current report on Form 8-K (File No.

001-14147) and incorporated herein by reference) .

— Dominion Energy Questar Pipeline Note Purchase Agreement

— Dominion Energy Questar Pipeline Note Purchase Agreement (filed on February 21, 2024, as Exhibit 4.39 to The W illiams Companies, Inc .

’ s annual report on Form 10-K (File No.

001 - 04174) and incorporated herein by reference) .

— Description of Securities .

— The Williams Companies Amended and Restated Retirement Restoration Plan amended effective as of January 1, 20 24 .

10.2§ — Form of Director and Officer Indemnification Agreement (filed on September 24, 2008, as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

— The Williams Companies Amended and Restated Retirement Restoration Plan amended effective as of January 1, 2024 , (filed on February 21, 2024, as Exhi bit 10.1 to The Williams Companies, Inc.

’ s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

10.3§ — Form of 2013 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 27, 2013, as Exhibit 10.6 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.

10.2§ — Form of Director and Officer Indemnification Agreement (filed on September 24, 2008, as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

001-04174) and incorporated herein by reference).

— 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, Inc.

annual report on Form 10-K (File No.

’ s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

— Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 26, 2014, as Exhibit 10.8 to The Williams Companies, Inc.

annual report on Form 10-K (File No.

’ s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

— 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, Inc.

annual report on Form 10-K (File No.

’ s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

— Form of 2015 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 25, 2015, as Exhibit 10.16 to The Williams Companies, Inc.

annual report on Form 10-K (File No.

’ s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

— Form of 2015 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 25, 2015, as Exhibit 10.17 to The Williams Companies, Inc .

annual report on Form 10-K (File No.

’ s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

11 unchanged sentences

001-04174) and incorporated herein by reference).

10.15§ — Form of Amended 2019 Executive Performance-Based Restricted Stock Unit Agreement between The Williams Companies, Inc.

and certain employees and officers (filed on November 1, 2021, as Exhibit 10.4 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

— Form of 2019 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on May 2, 2019, as Exhibit 10.4 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

— Form of 2020 Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on May 4, 2020, as Exhibit 10.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

— Form of Amended 2020 Performance-Based Restricted Stock Unit Agreement between The Williams Companies, Inc.

and certain employees and officers (filed on November 1, 2021, as Exhibit 10.6 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

— Form of 2020 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on May 4, 2020, as Exhibit 10.3 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

— Form of Amended 2020 Time-Based Restricted Stock Unit Agreement between The Williams Companies, Inc.

and certain employees and officers (filed on November 1, 2021, as Exhibit 10.5 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

— Form of 2020 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain non-management directors (filed on May 4, 2020, as Exhibit 10.4 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

10 unchanged sentences

— Form of 2021 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on February 24, 2021, as Exhibit 10.28 to The Williams Companies, Inc.’s Form 10-K (File No.

and certain employees and officers (filed on February 24, 2021, as Exhibit 10.28 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

— Form of Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on February 28, 2022, as Exhibit 10.31 to The Williams Companies, Inc.’s Form 10-K (File No.001-04174) and incorporated herein by reference).

and certain employees and officers (filed on February 28, 2022, as Exhibit 10.31 to The Williams Companies, Inc.’s annual rep ort on Form 10-K (File No.001-04174) and incorporated herein by reference).

— Form of Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain non-management directors (filed on February 24, 2021, as Exhibit 10.29 to The Williams Companies, Inc.’s Form 10-K (File No.

and certain non-management directors (filed on February 24, 2021, as Exhibit 10.29 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

— Form of Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on February 28, 2022, as Exhibit 10.33 to The Williams Companies, Inc.’s Form 10-K (File No.001-04174) and incorporated herein by reference.

— F orm of Two-Year Ratable Restricted Stock Unit Agreement amo ng The Williams Companies, Inc.

and certain employees and officers (filed on May 3, 2023, as Exhibit 10.1 to The Williams Companies, Inc.

’ s Form 10- Q (File No.

and certain employees and officers (filed on February 28, 2022, as Exhibit 10.33 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.001-04174) and incorporated herein by reference.

— Form of Two-Year Ratable Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on May 3, 2023, as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference.

— Form of Three-Year Ratable Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on May 3, 2023, as Exhibit 10.

2 to The Williams Companies, Inc.’s Form 10- Q (File No.

and certain employees and officers (filed on May 3, 2023, as Exhibit 10.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference.

15 unchanged sentences

001-04174) and incorporated herein by reference).

— Williams Policy on Securities Trading.

21* — Subsidiaries of the registrant.

5 unchanged sentences

— The Williams Companies, Inc.

Financial Statement Compensation Recoupment Policy .

Financial Statement Compensation Recoupment Polic y (filed on Fe bruary 21, 2024, as Exhibit 97.1 to The Williams Compan ies, Inc .

’ s current report on Form 10-K (File No.

001-04174) and incorporated herein by reference ).

101.INS* — XBRL Instance Document.

11 unchanged sentences

§ Management contract or compensatory plan or arrangement

Covered by report of independent auditors (PCAOB ID:

Statement of net income for each year in the three-year period ended December 31, 2024

Balance sheet at December 31, 2024 and 2023

Statement of changes in member’s equity for each year in the three-year period ended December 31, 2024

Statement of cash flows for each year in the three-year period ended December 31, 2024

Combined N otes to F inancial S tatements

All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto.

(a) 3 and (b).

The exhibits listed below are filed as part of this annual report.

INDEX TO EXHIBITS

— Certificate of Conversion dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 2.1 to our annual report on Form 10-K (File No.

001-07584) and incorporated herein by reference).

— Certificate of Formation executed as of December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 3.1 to our annual report on Form 10-K (File No.

001-07584) and incorporated herein by reference).

— Amended and Restated Operating Agreement of Transcontinental Gas Pipe Line Company, LLC dated February 17, 2010 (filed on October 28, 2010 as Exhibit 3.2 to our quarterly report on Form 10-Q (File No.

001-07584) and incorporated herein by reference).

— Senior Indenture dated July 15, 1996 between Transcontinental Gas Pipe Line Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996 as Exhibit 4.1 to our registration statement Form S-3 (File No.

333-02155) and incorporated herein by reference).

— 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 our current report on Form 8-K (File No.

001-07584) and incorporated herein by reference).

— 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, 2012 as Exhibit 4.1 to our current report Form 8-K (File No.

001-07584) and incorporated herein by reference).

— Indenture, dated as of January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 22, 2016 as Exhibit 4.1 to our current report on Form 8-K (File No.

001-07584) and incorporated herein by reference).

— Indenture, dated as of March 15, 2018, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 15, 2018 as Exhibit 4.1 to our current report on Form 8-K (File No.

001-07584) and incorporated herein by reference).

— Indenture, dated as of May 8, 2020, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 8, 2020 as Exhibit 4.1 to our current report on Form 8-K (File No.

001-07584) and incorporated herein by reference).

— Administrative Services Agreement, dated as of February 17, 2010, by and between Transco Pipeline Services LLC and Transcontinental Gas Pipe Line Company, LLC (filed on February 22, 2010 as Exhibit 10.3 to Williams Partners L.P.’s, Form 8-K (File No.

001-32599) and incorporated herein by reference).

— Assignment Agreement dated February 13, 2013 by and between Transco Pipeline Services LLC and Williams WPC-I, LLC, effective January 1, 2013 (filed on February 27, 2013 as Exhibit 10.2 to our annual report on Form 10-K (File No.

001-07584) and incorporated herein by reference).

— Amended and Restated Credit Agreement dated as of October 8, 2021 between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent (filed on October 8, 2021 as Exhibit 10.1 to The Williams Companies, Inc.’s Current Report on Form 8-K (File No.

001-04174) and incorporated herein by reference).

— Certification of the Principal Executive Officer pursuant to Rules 13a-l4(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(3l) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

— Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and l5d-l4(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

— Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* — XBRL Instance Document.

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101.SCH* — XBRL Taxonomy Extension Schema.

101.CAL* — XBRL Taxonomy Extension Calculation Linkbase.

101.DEF* — XBRL Taxonomy Extension Definition Linkbase.

101.LAB* — XBRL Taxonomy Extension Label Linkbase.

101.PRE* — XBRL Taxonomy Extension Presentation Linkbase.

104* — Cover Page Interactive Data File.

The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

______________

* Filed herewith

** Furnished herewith

Covered by report of independent auditors (PCAOB ID:

Statement of net income for each year in the three-year period ended December 31, 2024

B alance sheet at December 31, 202 4 and 20 23

S tatement of changes in member ’ s equity for each year in the three-year period ended December 31, 202 4

S tatement of cash flows for each year in the three-year period ended December 31, 202 4

Combined N otes to F inancial S tatements

(a) 3 and (b).

The exhibits listed below are filed as part of this annual report.

INDEX TO EXHIBITS

— Certificate of Conversion of Northwest Pipeline GP (filed on July 3, 2013 as Exhibit 2.1 to our current report on Form 8-K (File No.

001-07414) and incorporated herein by reference).

— Certificate of Formation of Northwest Pipeline LLC (filed on July 3, 2013 as Exhibit 2.2 to our current report on Form 8-K (File No.

001-07414) and incorporated herein by reference).

— Operating Agreement of Northwest Pipeline LLC (filed on July 3, 2013 as Exhibit 3.1 to our current report on Form 8-K (File No.

001-07414) and incorporated herein by reference).

— 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).

— 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 our current report on Form 8-K (File No.

001-07414) and incorporated herein by reference).

— Administrative Services Agreement, dated January 24, 2008, between Northwest Pipeline GP and Northwest Pipeline Services LLC (filed on January 30, 2008 as Exhibit 10.1 to our current report on Form 8-K (File No.

001-07414) and incorporated herein by reference).

— 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).

— Amended and Restated Credit Agreement dated as of October 8, 2021 between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipeline Company, LLC, as borrowers, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent (filed on October 8, 2021 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

001-04174) and incorporated herein by reference).

— Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* — XBRL Instance Document.

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

101.SCH* — XBRL Taxonomy Extension Schema.

101.CAL* — XBRL Taxonomy Extension Calculation Linkbase.

101.DEF* — XBRL Taxonomy Extension Definition Linkbase.

101.LAB* — XBRL Taxonomy Extension Label Linkbase.

101.PRE* — XBRL Taxonomy Extension Presentation Linkbase.

104* — Cover Page Interactive Data File.

The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

______________

* Filed herewith

** Furnished herewith

Form 10-K Summary

Not applicable.

The Williams Companies, Inc.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

21 unchanged sentences

ROBESON Director February 25, 2025

SHEFFIELD Director February 21, 2024

Signature Title Date

SHEFFIELD Director February 25, 2025

/s/ MURRAY D.

3 unchanged sentences

TYSON Director February 25, 2025

Transcontinental Gas Pipe Line Company, LLC

T RANSCONTINENTAL G AS P IPE L INE C OMPANY , LLC

/s/ BILLEIGH W.

February 25, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Management Committee Member and

Senior Vice President

February 25, 2025

(Principal Executive Officer)

HAUSMAN Vice President and Chief Accounting Officer

February 25, 2025

Hausman (Principal Financial Officer)

/s/ BILLEIGH W.

February 25, 2025

(Principal Accounting Officer)

Northwest Pipeline LLC

N ORTHWEST P IPELINE LLC

/s/ BILLEIGH W.

February 25, 2025

Signature Title Date

Management Committee Member and

Senior Vice President

February 25, 2025

(Principal Executive Officer)

HAUSMAN Vice President and Chief Accounting Officer

February 25, 2025

Hausman (Principal Financial Officer)

/s/ BILLEIGH W.

February 25, 2025

(Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures