Item 3. Legal Proceedings
Item 3. Legal Proceedings
Environmental
Certain reportable legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment are described below. While it is not possible for Williams to predict the final outcome of the proceedings that are still pending, it does not anticipate a material effect on its consolidated financial position if it received an unfavorable outcome in any one or more of such proceedings. Williams’ threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
Other environmental matters called for by this Item are described under the caption “ Environmental Matters ” in Note 18 – Contingencies and Commitments included under Part II, Item 8. Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.
Other Litigation
The additional information called for by this Item is provided in Note 18 – Contingencies and Commitments included under Part II, Item 8. Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this Item.
Item 4. Mine Safety Disclosures
Not applicable.
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Information About Williams’ Executive Officers
The name, title, age, period of service, and recent business experience of each of Williams’ executive officers as of February 24, 2026, are listed below.
Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience)
Alan S. Armstrong 63 2025 to present
Director and Executive Chairman of the Board, The Williams Companies, Inc.
Director and Executive Chairman of the Board
2011 to 2025
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
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.
Mary A. 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.
Principal Financial Officer - Transco and NWP
Larry C. Larsen
51 2025 to present
Executive Vice President and Chief Operating Officer, The Williams Companies, Inc.
Executive Vice President and Chief Operating Officer
2022 to 2025
Senior Vice President - Gathering & Processing, The Williams Companies, Inc.
2020 to 2022
Vice President Strategic Development, The Williams Companies, Inc.
2019 to 2020
Vice President Rocky Mountain Midstream, 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
Eric J. Ormond
39 2023 to present
Senior Vice President - Project Execution, The Williams Companies, Inc.
Senior Vice President - Project Execution
2023
Senior Vice President Commercial Operations, Engineering & Project Management, Crestwood Midstream Partners LP
2020 to 2023
Senior Vice President Engineering & Project Management, Crestwood Midstream Partners LP
2017 to 2020
Vice President Strategic Development & New Ventures, Crestwood Midstream Partners LP
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Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience)
Debbie L. (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
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.
Executive Vice President and Chief Financial Officer
2022 to present
Senior Vice President and Chief Financial Officer, The Williams Companies, Inc.
2020 to 2022
Vice President, Chief Accounting Officer, Controller and Financial Planning & Analysis, The Williams Companies, Inc.
Todd J. Rinke
52 2025 to present
Senior Vice President - Gathering & Processing, The Williams Companies, Inc.
Senior Vice President - Gathering & Processing
2021 to 2025
Vice President/General Manager - ORSH, The Williams Companies, Inc.
2018 to 2021 Vice President/General Manager - Central, 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)
Senior Vice President - Transmission, Power & Gulf
2023 to 2025
Senior Vice President - Transmission & Gulf of Mexico, The Williams Companies, Inc.
Principal Executive Officer - Transco and NWP
2020 to 2023
Senior Vice President - Project Execution, The Williams Companies, Inc.
2017 to 2020
Senior Vice President - Business Policy and Development, PacifiCorp (a Berkshire Hathaway Energy Company)
T. Lane Wilson
59 2017 to present Senior Vice President and General Counsel, The Williams Companies, Inc.
Senior Vice President and General Counsel
Robert R. Wingo
47 2025 to present
Executive Vice President and Corporate Strategic Development, The Williams Companies, Inc.
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
Chad J. Zamarin 49 2025 to present
Director, Chief Executive Officer, and President, The Williams Companies, Inc.
Director, Chief Executive Officer, and President
2023 to 2025
Executive Vice President of Corporate Strategic Development, The Williams Companies, Inc.
2017 to 2023
Senior Vice President - Corporate Strategic Development, The Williams Companies, Inc.
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PART II
Item 5. 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,
2025 2024
(Millions)
Transco
$ 1,340 $ 1,145
NWP
148 150
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:
Period
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
Total — —
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.
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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
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