8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2021 (September 3, 2021)

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (918) 573-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On September 3, 2021, the Board of Directors of The Williams Companies, Inc. (the “Company”) authorized a new 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 the Company’s management. The Company’s management will also determine the timing and amount of any repurchases based on market conditions and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.

On September 8, 2021, the Company furnished a press release regarding the share repurchase program. The press release is attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

DATE: Wednesday, September 8, 2021

Williams Announces $1.5 Billion Share Repurchase Program

TULSA, Okla. – Williams’ (NYSE: WMB) board of directors has authorized a share repurchase program (the “Share Repurchase Program”) for the repurchase of up to $1.5 billion of the company’s outstanding common stock. The Share Repurchase Program is effective immediately.

“With a strong balance sheet and excess free cash flow, we are well positioned to execute on this attractive opportunity to invest in Williams,” said Williams President and CEO Alan Armstrong. “Consistent with our commitment to creating sustainable value for our shareholders, this program is part of a broader capital allocation strategy we are pursuing to maximize shareholder returns in the coming years.”

Under the share repurchase authorization, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The timing and amount of any shares of the company’s common stock that are repurchased under the share repurchase authorization will be determined by the company’s management based on market conditions and other factors. The company will only repurchase shares when management believes it would not jeopardize the company’s current credit ratings. In addition, the company only intends to execute buybacks opportunistically in response to what it believes is a significant stock price dislocation. The share repurchase authorization does not obligate the company to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at the company’s discretion.

About Williams

Williams (NYSE: WMB) is committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation and storage of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use.