What changed in this filing

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Item 3. Legal Proceedings

2026-02-24 compared with 2025-02-25 · 95 added, 29 removed, 25 unchanged (83% of the section changed)

4 unchanged sentences

Williams’ threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

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

Other environmental matters called for by this Item are described under the caption “ Environmental Matters ” in Note 18 – Contingencies and Commitments included under Part II, Item 8.

Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.

Other Litigation

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

The additional information called for by this Item is provided in Note 18 – Contingencies and Commitments included under Part II, Item 8.

Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.

Mine Safety Disclosures

3 unchanged sentences

Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience)

Armstrong 62 2011 to present Director, Chief Executive Officer, and President, The Williams Companies, Inc.

Director, Chief Executive Officer, and President 2015 to 2018 Chairman of the Board, Williams Partners L.P.

2014 to 2018 Chief Executive Officer, Williams Partners L.P.

2012 to 2018 Director of the general partner, Williams Partners L.P.

Dunn 59 2017 to present Executive Vice President and Chief Operating Officer, The Williams Companies, Inc.

Executive Vice President and Chief Operating Officer 2017 to 2018 Director of the general partner, Williams Partners L.P.

Armstrong 63 2025 to present

Director and Executive Chairman of the Board, The Williams Companies, Inc.

Director and Executive Chairman of the Board

Director, Chief Executive Officer, and President, The Williams Companies, Inc.

Payvand Fazel

39 2026 to present

Senior Vice President - Commercial, The Williams Companies, Inc.

Senior Vice President - Commercial

Vice President Western Interstates, The Williams Companies, Inc.

Vice President Natural Gas Liquid (NGL) Operations & Commercial - G&P, The Williams Companies, Inc.

Vice President Strategic Development, The Williams Companies, Inc.

Vice President Origination and NGL Marketing/Commercial, The Williams Companies, Inc.

59 2026 to present

Senior Vice President - Transmission, Power & Gulf, The Williams Companies, Inc.

Senior Vice President - Transmission, Power & Gulf

Vice President/General Manager Eastern Interstates, The Williams Companies, Inc.

Hausman 54 2022 to present Vice President, Chief Accounting Officer and Controller, The Williams Companies, Inc.

Vice President, Chief Accounting Officer and Controller 2019 to 2022 Staff Vice President of Internal Audit, The Williams Companies, Inc.

2019 Director Special Projects, The Williams Companies, Inc.

2013 to 2019 Vice President and Chief Accounting Officer, NV Energy (a Berkshire Hathaway Energy Company)

50 2022 to present Senior Vice President Gathering & Processing, The Williams Companies, Inc.

Senior Vice President Gathering & Processing 2020 to 2022

Principal Financial Officer - Transco and NWP

51 2025 to present

Executive Vice President and Chief Operating Officer, The Williams Companies, Inc.

Executive Vice President and Chief Operating Officer

Senior Vice President - Gathering & Processing, The Williams Companies, Inc.

Vice President Strategic Development, The Williams Companies, Inc.

2019 to 2020 Vice President Rocky Mountain Midstream, The Williams Companies, Inc.

2018 to 2019 Vice President GM Rocky Mountain Midstream, The Williams Companies, Inc.

2017 to 2018 Vice President Central Services, The Williams Companies, Inc.

Vice President Rocky Mountain Midstream, The Williams Companies, Inc.

63 2025 to present

Senior Vice President - Upstream, The Williams Companies, Inc.

Senior Vice President - Upstream

Adjunct Professor of Petroleum Practice, University of Tulsa

Senior Vice President of Production, Cimarex Energy

39 2023 to present

Senior Vice President - Project Execution, The Williams Companies, Inc.

3 unchanged sentences

Vice President Strategic Development & New Ventures, Crestwood Midstream Partners LP

(Cowan) Pickle

47 2018 to present Senior Vice President and Chief Human Resources Officer, The Williams Companies, Inc.

Senior Vice President and Chief Human Resources Officer 2013 to 2018 Global Vice President of Human Resources, Koch Chemical Technology Group, LLC

Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience)

Porter 55 2022 to present Senior Vice President and Chief Financial Officer, The Williams Companies, Inc.

Senior Vice President and Chief Financial Officer 2020 to 2021 Vice President, Chief Accounting Officer, Controller and Financial Planning & Analysis, The Williams Companies, Inc.

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.

Teply 53 2023 to present

Senior Vice President – Transmission & Gulf of America, The Williams Companies, Inc.

Senior Vice President – Transmission & Gulf of America 2020 to 2023

(Cowan) Pickle

48 2026 to present

Senior Vice President and Chief Human Resources Officer, Communications and Corporate Social Responsibility, The Williams Companies, Inc.

Senior Vice President - Chief Human Resources Officer, Communications and Corporate Social Responsibility

Senior Vice President and Chief Human Resources Officer, The Williams Companies, Inc.

Porter 56 2026 to present

Executive Vice President and Chief Financial Officer, The Williams Companies, Inc.

Executive Vice President and Chief Financial Officer

2022 to present

Senior Vice President and Chief Financial Officer, The Williams Companies, Inc.

Vice President, Chief Accounting Officer, Controller and Financial Planning & Analysis, The Williams Companies, Inc.

52 2025 to present

Senior Vice President - Gathering & Processing, The Williams Companies, Inc.

Senior Vice President - Gathering & Processing

Vice President/General Manager - ORSH, The Williams Companies, Inc.

2018 to 2021 Vice President/General Manager - Central, The Williams Companies, Inc.

Teply 54 2025 to 2026

Senior Vice President - Transmission, Power & Gulf, The Williams Companies, Inc.

(retiring April 3, 2026)

Senior Vice President - Transmission, Power & Gulf

Senior Vice President - Transmission & Gulf of Mexico, The Williams Companies, Inc.

Principal Executive Officer - Transco and NWP

Senior Vice President - Project Execution, The Williams Companies, Inc.

2 unchanged sentences

Senior Vice President and General Counsel

Zamarin 48 2023 to present Executive Vice President of Corporate Strategic Development, The Williams Companies, Inc.

Executive Vice President of Corporate Strategic Development 2017 to 2023 Senior Vice President – Corporate Strategic Development, 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.

47 2025 to present

Executive Vice President and Corporate Strategic Development, The Williams Companies, Inc.

Executive Vice President and Corporate Strategic Development

Executive Vice President of Corporate Ventures & Midstream, EQT Corporation

Executive Vice President of Corporate Ventures, EQT Corporation

Managing Director, Encap Flatrock Midstream

Zamarin 49 2025 to present

Director, Chief Executive Officer, and President, The Williams Companies, Inc.

Director, Chief Executive Officer, and President

Executive Vice President of Corporate Strategic Development, The Williams Companies, Inc.

Senior Vice President - Corporate Strategic Development, The Williams Companies, Inc.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

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

Transco and NWP are indirectly wholly owned by Williams.

Cash distributions declared and paid to Williams are as follows:

Year Ended December 31,

$ 1,340 $ 1,145

Share Repurchase Program

In September 2021, Williams’ Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion.

Repurchases may be made from time to time in the open market, by block purchases, in privately negotiated transactions, or in such other manner as determined by management.

Williams will also determine the timing and amount of any repurchases based on market conditions and other factors.

The share repurchase program does not obligate Williams to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.

This share repurchase program does not have an expiration date.

Williams’ purchases of its equity securities are as follows:

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

October 1 - October 31, 2025 — $ — — $ 1,360,938,325

November 1 - November 30, 2025 — — — 1,360,938,325

December 1 - December 31, 2025 — — — 1,360,938,325

Performance Graph

Set forth below is a line graph comparing Williams’ cumulative total stockholder return on common stock (assuming reinvestment of dividends) with the cumulative total return of the S&P 500 Stock Index, the Bloomberg Americas Pipelines Index, and the Arca Natural Gas Index for the period of five fiscal years commencing January 1, 2021.

The Bloomberg Americas Pipelines Index is composed of Enbridge Inc., TC Energy Corporation, Kinder Morgan, Inc., Keyera Corp., ONEOK, Inc., Cheniere Energy, Inc., Pembina Pipeline Corporation, Plains GP Holdings LP, Targa Resources Corp., and Williams.

The Arca Natural Gas Index is comprised of 20 highly capitalized companies in the natural gas industry involved primarily in natural gas exploration and production and natural gas pipeline transportation and transmission.

The graph below assumes an investment of $100 at the beginning of the period.

2020 2021 2022 2023 2024 2025

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

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 3. Legal Proceedings