Williams Companies Inc. (WMB) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Williams is a domestic filer. Its earnings press releases, furnished as Exhibit 99.1 to Form 8-K Item 2.02, carry unaudited financial statements and reconciliation schedules:

• Form 8-K filed August 3, 2026 (accession 0000107263-26-000024): three and six months ended June 30, 2026. Exhibit 99.1 holds the Consolidated Statement of Income, Consolidated Balance Sheet, Consolidated Statement of Cash Flows, segment results and non-GAAP reconciliations.
• Form 8-K filed May 4, 2026 (accession 0000107263-26-000015): quarter ended March 31, 2026, same set of statements and schedules.
• Form 8-K filed February 10, 2026 (accession 0000107263-26-000003): quarter and year ended December 31, 2025, same set of statements and schedules.

The Form 10-Q for the quarter ended June 30, 2026 (accession 0000107263-26-000026) was filed the same day as the August 3 release.

Earnings and guidance

• August 3, 2026 - second quarter 2026 results (0000107263-26-000024). GAAP net income was $827 million ($0.68 per diluted share) versus $546 million ($0.45) in the second quarter of 2025. Adjusted net income was $614 million ($0.50 per share). Adjusted EBITDA was $1.921 billion, up $113 million or 6%. Cash flow from operations was $1.376 billion and available funds from operations (AFFO) $1.450 billion. Dividend coverage was 2.26x and debt-to-Adjusted EBITDA 3.67x. GAAP results included a net gain of $126 million on the June 2026 sale of the Brazos Permian II equity-method investment.
• Guidance raised, August 3, 2026. 2026 Adjusted EBITDA guidance is now $8.3 billion to $8.5 billion (midpoint $8.4 billion, up $200 million), which the release says reflects the Momentum Midstream acquisition. Growth capex is $7.3 billion to $7.9 billion. Leverage midpoint is approximately 3.75x including pro forma Momentum EBITDA. (0000107263-26-000024)
• Guidance path earlier in 2026. February 10, 2026: Adjusted EBITDA $8.05 billion to $8.35 billion, growth capex $6.1 billion to $6.7 billion, leverage midpoint about 4.0x, dividend raised 5% to $2.10 annualized (0000107263-26-000003). May 4, 2026: Adjusted EBITDA range unchanged and expected in the upper half, growth capex raised to $7.0 billion to $7.6 billion (0000107263-26-000015). July 13, 2026: Adjusted EBITDA still in the upper half, leverage midpoint about 3.6x (0001193125-26-301533, see below).
• May 4, 2026 - first quarter 2026 results (0000107263-26-000015). GAAP net income $864 million ($0.70 per share); Adjusted EBITDA $2.254 billion, up 13%; AFFO $1.770 billion.
• February 10, 2026 - full-year 2025 results (0000107263-26-000003). GAAP net income $2.615 billion ($2.14 per share); Adjusted EBITDA $7.750 billion, up 9%.

M&A and portfolio

• Momentum Midstream - agreed July 17, 2026; stock consideration described as issued by September 3, 2026. The August 3 release (0000107263-26-000024) says Williams "has agreed to acquire" Momentum Midstream (M6 Midstream LLC) for total consideration of up to $5.5 billion: about $3.5 billion of cash and debt consideration and roughly $2 billion of Williams equity. Assets cited are more than 4,000 miles of pipe, over 1 million dedicated acres and 6 Bcf/d of gathering capacity, plus three take-or-pay pipelines capable of 4.05 Bcf/d. The release gives an implied valuation of about 8.5x projected 2027 EBITDA and says closing is subject to customary conditions including Hart-Scott-Rodino clearance. The Form 10-Q (0000107263-26-000026) states the Membership Interest Purchase Agreement was entered into July 17, 2026, that the transaction "is expected to close later this year", and that on August 3, 2026 Williams irrevocably elected to issue 26,874,496 common shares as consideration, to be issued at closing (the 10-Q says the acquisition was still subject to customary conditions when filed). The September 3 filing described below indicates the shares have since been issued. The release also announced two linked projects: the $1.5 billion Delta Access expansion (2.25 Bcf/d, expected in service first quarter 2029) and the Shelby Trough Connector (750 MMcf/d initial capacity, expected in service second quarter 2028).
• September 3, 2026 - resale registration (0001193125-26-381926). Williams filed a prospectus supplement registering the resale by selling stockholders of up to 26,874,496 shares of common stock, the same share count as the Momentum stock consideration. The filing does not mention Momentum by name. Exhibit 5.1, the Davis Polk & Wardwell LLP opinion dated September 3, 2026, states that the shares proposed to be sold by the selling stockholders "have been duly authorized and validly issued and are fully paid and non-assessable." The Form 10-Q (0000107263-26-000026) says the 26,874,496 shares are issued at closing of the Acquisition, so these filings together indicate the acquisition closed on or before September 3, 2026. No filing reviewed gives a closing date.
• Power Innovation joint venture with Blackstone - July 13, 2026 (0001193125-26-301533). Williams announced a signed agreement led by Blackstone Credit & Insurance, in partnership with Apollo and KKR-managed vehicles, to provide $5.34 billion of committed capital for a 49% noncontrolling interest in five behind-the-meter Power Innovation projects (Socrates, Apollo, Aquila, Socrates the Younger and Neo). The amount comprises $4.4 billion (49% of expected growth capex) and about $0.9 billion of additional consideration. Williams keeps 51% and operational control, has a buyout right between years 7 and 14, and will consolidate the investment with a noncontrolling interest. The August 3 release describes the joint venture as finalized, and the Form 10-Q states Williams received about $3.75 billion in July 2026, with the remainder of the $5.34 billion expected through early 2027.
• Divestitures (reported in the August 3 release and Form 10-Q). January 2026 sale of South Mansfield upstream interests for $398 million plus contingent consideration (the release cites a $194 million gain in the six-month period); February 2026 sale of Mid-Continent gathering assets for $48 million; June 2026 sale of the Brazos Permian II equity-method investment for $143 million. (0000107263-26-000024, 0000107263-26-000026)

Capital markets and financing

• September 8-10, 2026 - $2.75 billion senior notes. Priced September 8 (0001193125-26-387359): $500 million 5.000% notes due 2029, $1.0 billion 5.600% notes due 2033, $750 million 5.800% notes due 2036 and $500 million 6.400% notes due 2056. Proceeds are to repay commercial paper and fund general corporate purposes including capital expenditures. The offering was completed September 10, 2026 under a Fourteenth Supplemental Indenture (0001193125-26-387930).
• January 5-8, 2026 - $2.75 billion senior notes. $500 million 5.650% notes due 2033 (a tap of the existing series, bringing it to $1.25 billion), $1.25 billion 5.150% notes due 2036 and $1.0 billion 5.950% notes due 2056, priced January 5 with proceeds intended to repay near-term maturities including $1.1 billion of 5.400% notes due 2026 (0001193125-26-007085). The offering was completed January 8, 2026 (0001193125-26-007722).
• May 19, 2026 - credit facilities (0001193125-26-232714). Williams, Northwest Pipeline and Transco entered into a Second Amended and Restated Credit Agreement with up to $3.75 billion of commitments (expandable to $4.25 billion; five-year term with two one-year extension options) and a new 364-Day Credit Agreement for up to $1.0 billion (expandable to $1.15 billion). Each has a maximum debt-to-EBITDA covenant of 5.00x (5.50x after qualifying acquisitions of $25 million or more) and a 65% debt-to-capitalization limit for Transco and Northwest.
• December 1, 2025 - Northwest Pipeline term loan (0001193125-25-304001). Northwest Pipeline borrowed $250 million under a three-year term loan to refinance its 7.125% senior notes due December 1, 2025.

Board and governance

• August 21, 2026 (0000107263-26-000028). Director Michael A. Creel notified the company on August 17 that he will not stand for reelection at the 2027 annual meeting; the filing states no disagreement with the company.
• July 1, 2026 (0000107263-26-000020). Robb E. Turner and Lloyd W. (Billy) Helms, Jr. were appointed independent directors, increasing the board from ten to twelve.
• March 23-26, 2026 (0000107263-26-000008). Alan S. Armstrong resigned as Executive Board Chair and director to serve as a United States Senator from Oklahoma. Stephen W. Bergstrom was elected Chairman again. The compensation committee modified Mr. Armstrong's 2024 and 2025 performance-based equity awards to give vesting credit through July 2026.
• April 28, 2026 annual meeting (0000107263-26-000013). Stockholders elected ten directors, approved say-on-pay, approved the amended 2007 Incentive Plan (issuable shares raised from 50,000,000 to 85,000,000) and the amended Employee Stock Purchase Plan (from 5,200,000 to 7,200,000 shares), and ratified Ernst & Young LLP for 2026.

Not reflected in filings reviewed

No filing reviewed announces the completion of the Momentum Midstream acquisition, its closing date, the final cash and debt consideration, or the end of the Hart-Scott-Rodino waiting period. The September 3, 2026 opinion (0001193125-26-381926) describes the 26,874,496 shares as already validly issued, which under the Form 10-Q (0000107263-26-000026) occurs at closing, so the closing is indicated only indirectly.