WMB

• Michael A. Creel notified Williams Companies on August 17, 2026, that he will not stand for reelection to the Board of Directors.
• Creel will retire from the board upon the expiration of his current term at the 2027 Annual Meeting of Stockholders.
• The 8-K was filed on August 21, 2026, with the event date of August 17, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Adjusted EBITDA for Q2 2026 was $1.921 billion, up 6% year-over-year.
• Williams raised its 2026 Adjusted EBITDA guidance midpoint by $200 million to $8.4 billion.
• The company agreed to acquire Momentum Midstream for up to $5.5 billion, including cash, debt, and equity.
• The acquisition is expected to be accretive to AFFO per share and EPS, with an implied valuation of ~8.5x projected 2027 EBITDA.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Blackstone and partners receive a 49% noncontrolling equity interest; Williams retains 51% and maintains commercial and operational control.
• The commitment includes $4.4 billion for 49% of expected growth capex and approximately $0.9 billion of additional consideration to Williams.
• Williams has a buyout right between years 7 and 14 at the Blackstone outstanding investment balance, preserving long-term upside.
• Williams reaffirms 2026 Adjusted EBITDA guidance in the upper half of $8.05–$8.35 billion and updates 2026 leverage midpoint to ~3.6x.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The Williams Companies, Inc. announced the appointment of Robb E. Turner and Lloyd W. (Billy) Helms, Jr. to its Board of Directors, effective July 1, 2026.
• Both new directors are independent and financially literate under NYSE and SEC standards; they will receive the standard non-employee director compensation: a $130,000 annual cash retainer and a $200,000 annual equity retainer in restricted stock units.
• Turner will serve on the Audit and Governance and Sustainability Committees; Helms will serve on the Compensation and Management Development and Environmental, Health and Safety Committees.
• Helms brings over 40 years of energy industry experience, most recently as president of EOG Resources; Turner has over 35 years of energy operations and finance experience, co-founding ArcLight Capital Partners.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The credit agreement includes a $500 million sublimit for Northwest and Transco each, an option to increase commitments by up to $500 million (capped at $4.25 billion total), and a five-year initial term with two possible one-year extensions.
• The Borrowers also entered into a separate 364-Day Credit Agreement with Citibank as administrative agent, permitting aggregate borrowings up to $1.0 billion, with $100 million sublimits for Northwest and Transco and an option to increase commitments by up to $150 million (capped at $1.15 billion).
• Both agreements contain financial covenants, including a maximum debt-to-EBITDA ratio of 5.00 to 1.00 (or 5.50 to 1.00 following certain acquisitions) for the Company and a maximum debt-to-capitalization ratio of 65% for Transco and Northwest.
• The facilities may be used for working capital, acquisitions, capital expenditures, and other general corporate purposes, and the proceeds create direct financial obligations under Item 2.03.

• All ten director nominees were elected to one-year terms, with Chad J. Zamarin receiving the most votes (970.3 million) and Richard E. Muncrief the fewest (916.9 million).
• Advisory vote on executive compensation passed with 954.4 million votes for and 29.6 million against.
• Stockholders approved the amended Employee Stock Purchase Plan, increasing issuable shares from 5.2 million to 7.2 million and extending the term by six years.
• Ernst & Young LLP was ratified as independent auditor for fiscal year 2026 with 1.03 billion votes for.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP net income for Q1 2026 was $864 million, or $0.70 per diluted share, up 25% from $690 million in Q1 2025.
• Cash flow from operations was $1.603 billion, up 12% year-over-year; AFFO was $1.770 billion, up 22%.
• The company reaffirmed 2026 Adjusted EBITDA guidance of $8.05–$8.35 billion and raised its annualized dividend 5% to $2.10 per share.
• Key project milestones included signing a customer agreement for the $2.3 billion Neo power project and starting construction on Transco's NESE and SESE expansions.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Alan S. Armstrong resigned from the Williams Companies Board effective March 23, 2026, to accept appointment as a U.S. Senator for Oklahoma.
• Stephen W. Bergstrom, Independent Lead Director, was elected Chairman of the Board following Armstrong's departure.
• The Board size decreased from 12 to 11 directors after Armstrong's resignation.
• The Compensation Committee modified Armstrong's 2024 and 2025 performance-based equity awards, with an estimated value of about $2.8 million, to avoid financial penalty for his early retirement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits